Second Chance And I Won't Waste It
by Tarafina
Summary: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.
1. Prologue

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season.  
**Word** **Count**: 4,208  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It_)**  
-Novel-

**Prologue.**

_1864_

Juliette Forbes was a beautiful girl. With perfectly coiled blonde ringlets, flawless lily white skin, and a genuine smile for any who crossed her path, she was an elegant, refined woman of whom many a suitor had wanted to court. But Juliette had always had only one boy in mind for when her daddy saw fit to offer her hand in marriage; the thoughtful, polite, quiet Salvatore boy that had caught her fancy some time ago. It was long ago agreed upon between Giuseppe Salvatore and William Forbes that their two children would become engaged on Juliette's eighteenth birthday and married within a year after. Juliette was already planning their nuptials, dedicating many hours to flower arrangements and color coordination; she expected that the Forbes-Salvatore wedding would be the most elegant and talk-worthy event of the season.

However, just shy of her seventeenth birthday, it seemed a lifetime away before they would finally be together. And so, against social expectation, she would often sneak away from her house, cut through the woods, and meet secretly with the youngest Salvatore boy.

Today was such a day.

Her dress kept snagging on gnarled branches, but Juliette could hardly pay it any attention. She knew she would have to beg Mary-Lou to sew them up and not speak a word of it to her father. And while the older woman, dark as Juliette was light, would tisk and complain and give her a good dressing down for not being more careful and for carrying on the way she was, she would still do Juliette this favor.

Juliette could hear Mary-Lou's drawl-heavy voice in her mind already, "You keep meetin' this boy and he won't have a reason to marry you. If your daddy found out what it is you're doing, how do you think it would look, Miss Juliette?"

And she would nod and admit that _of course_ it was wrong of her and she would try harder in future not to do it. But they both knew that she would.

Stefan was a handsome man, with beautiful caramel colored hair that fell into his eyes and a warm smile that never failed to make her stomach flip-flop generously.

When she stepped into the clearing, she searched intently for him but found nothing but old, toppled trees, wood rotting and moss collecting. She knotted her fingers together and cast her eyes around once more, searching between the trees for his figure. He never failed to meet her and he'd slipped a note into her hand just that afternoon. She'd followed her father into town; he had to meet with Miss Pearl about something. Juliette was never allowed to follow him inside and so she stayed just a few feet from the apothecary and spoke with Anna for a few minutes. She was taken by surprise when Stefan appeared before her and just barely kept herself from reaching for him or stepping too close than what was publically acceptable. Anna smiled at them sweetly, looking almost amused by their manners with each other, speaking only formally in public. But when Juliette's father left the apothecary, Stefan reached for her hand, lifting it to kiss the top before he took his leave; in the process, he slipped a tiny piece of paper into her palm that said, quite simply: 3 o'clock.

She worried that perhaps she was late. She was usually careful to be early but her father had wanted to speak to her. The Salvatore's were expecting a house guest, someone by the name of Katherine Pierce, and Stefan's father thought it might be nice for her to have a female companion to welcome her to town. William had told Juliette that it would be her duty to befriend Miss Pierce. She couldn't say she was disappointed with this outcome as it would likely mean spending more time in Stefan's home, allowing her to see him more often. She'd already romanticized it all in her head; they would sneak into alcoves and trade kisses while no one was looking. He would join them sometimes for tea and reach for her hand under the table. And they would laugh, feeling giddy with how they snuck away, with each second they stole, away from judgemental eyes.

Hands clasped, Juliette held them to her chest and chewed her lip, her brows furrowed as she scanned again, hoping against hope that he was late.

Suddenly, there was pressure on her hips. She let out a shriek and whirled around, clutching at her hard in surprise, but all she found was a laughing, smiling Stefan in front of her. His hands smoothed over the waist of her dress and tugged her toward him. "Were you waiting long?" he wondered.

She shook her head, ringlets bouncing against her shoulders. "No, I… I worried that you were waiting and finally left."

"Never," he said simply, his lips curled at the corners. He ducked his head until it touched hers. "I would wait forever for you."

Juliette's heart felt like it was shaking in her chest, giving a wistful shudder of appreciation. "You are too kind, Mister Salvatore," she teased, lifting her hands, pressing them flat to his chest, gloved and pristine. "And I am blessed that you think I'm worthy of the wait."

His hand rose, cupping her cheek and she leaned her face into the warmth of his skin. "Remind me again, why are we waiting? Virginia law states that we're of age to marry," he reminded.

"Because…" she laughed. "Our parents wish it so."

"Our parents are not the one's getting married," he said, frowning. "I don't want to wait another year or two. We're ready _now_."

Her chest swelled with his declaration and she gripped the fabric of his vest tight in her hands. "I don't want to disappoint my father," she admitted, her brows turning down. "And we've been so fortunate, that they even think we're fit for each other… Mind, that my father is only the sheriff; if your father saw fit to find you someone of better class, someone more worldly than I could ever—"

His thumb fell to cover her lips, hushing her. "I want only you." He shook his head. "I don't care about status, Juliette." He swallowed tightly and stared her in the eye. "Run away with me."

"Stefan…"

"We could leave here, find somewhere far from our parents, from this _war_… We could make a life."

"The war is everywhere," she murmured. "Your own brother fights it now. This country is being torn apart."

"Then we leave… We take a boat, we travel across the world. We can do this!" He took her hands, squeezing them, and she wished her gloves were off so she could feel his skin once more. He was eager, excited, and she felt the same as her heartbeat galloped loudly in her ears. "Run away with me and I promise you, I will give you everything."

Her breath left her erratically as she began to think about what he was saying. They would travel; she would finally see more than just the limits of Mystic Falls. Stefan had always promised her that; he'd told her that as soon as they married, they would leave and visit places such as New York. They would travel the seas to the other side of the world and learn new languages, see new sights. All she'd ever wanted out of her life was Stefan and the dreams she dared not hope for too deeply.

"When?" she finally asked, looking up at him with a smile.

He laughed, abrupt and full of relief. He bent to kiss her, his lips slanting over hers, deep and desperate. She parted her lips for his tongue to stroke her own, tickling the roof of her mouth and flicking the back of her teeth. Her hands buried at the nape of his neck, gripping his soft hair. His arm, banded at her waist, squeezed her so close she swore she could feel his rampant heartbeat against her chest.

He kissed her until they could hardly breathe, their lips red and swollen, the air between them coming out in pants.

"I love you," he said, his fingers combing through her hair, messing up her perfect curls though she couldn't find it in her to care. "I _love _you, Juliette," he said, so sincerely that she felt a film of tears cloud her eyes.

"And I you," she whispered emotionally.

He kissed her forehead and hugged her tight. "I'll make plans. I'll find a way for us to leave. _Soon_," he promised. "I'll speak to a few of my father's friend; find out the best route to take, how to avoid running into any battles."

She nodded, but fear had started to ease its way into their happily ever after.

"They won't become suspicious?"

"I'll tell them it's about Damon… That I want to know where he is or could be; that it will help me sleep better at night."

"Stefan…" She tipped her head back to look at him. "If we leave… Your brother…"

"I'll send word as soon as we're settled. He'll survive this war and he can come to see us." He nodded, his eyes darting as they always did when he was deep in his head.

"And your father?" She bit her lip. "You would leave him?"

"He'll understand later, I'm sure. When everything has calmed down, I'll explain it. Perhaps one day we'll return to visit Mystic Falls…"

She smiled, nodding. "I would like that."

He returned her smile and bent to her lips once more.

The sun was setting by the time Juliette returned home and she heard Mary-Lou's tisk long before she saw her.

"You're a mess, girl," she said, shaking her head.

Juliette was flushed, her smile stretched wide. She was near bursting with the need to tell Mary-Lou everything. Instead, she bit her lip and hugged the woman, squeezing her tight. _I will miss you most, I think_, she thought to herself.

"You get in and wash yourself up. Fix your hair and change your clothes. Your daddy will be home soon and you don't want him catchin' wind of what you and that Salvatore boy have been doing…" she warned, eyes wide.

Juliette pecked her cheek appreciatively and hurried inside to do just that, humming the wedding march under her breath.

But her joy was sadly short-lived.

A week later, Miss Katherine Pierce arrived at the Salvatore house and she made quite the entrance. Juliette did as her father bid and went to meet her, offering her friendship though she knew that it wouldn't be long until she and Stefan would leave Mystic Falls and make their way to freedom, all in the name of love.

While she couldn't reveal that to Katherine, she couldn't help but speak fondly of her betrothed.

"Has Stefan been kind to you during your stay?" she asked, smiling as she stirred sugar into her tea, delicately laying the spoon down on the saucer. "His father has told mine that it's been nice to have a female presence in his house once more…"

"Stefan has been very welcoming," she agreed, smiling. "In fact, I'm not sure I've ever met someone so genuine before."

Juliette grinned. "He is that." She nodded. "He has the kindest soul…" Her expression turned dreamy. "He's a thinker, of course. He could spend days trapped in the worlds his books create… A bit of a dreamer, too, I think. But that's good! My father worries that it could be bad; that too much dreaming means he won't have the work sense to keep us comfortable, but I know he will…" She shook her head, smiling wistfully. "I would follow his dreams wherever they led."

Katherine paused, her eyes rising to meet hers. "You and… Stefan?"

"Yes, of course." She beamed. "We're… engaged to be engaged, I suppose." Her nose wrinkled sweetly. "My father and his have already agreed that when I'm eighteen, we will announce the engagement and the following year, we'll wed." She, of course, knew that these plans would be moved up significantly, but she could not share that with Katherine. She flushed with pride, however, and told her, "A beautiful match, I think." She turned her head and caught sight of Stefan and his father, playing croquette not far away. "One might even say perfect."

Katherine turned and watched as the younger Salvatore looked over, a pitifully obvious lovesick expression crossing his face as he saw Juliette looking.

The beautiful blonde waved her fingers daintily and let out a breathy laugh, her heart speeding up.

Stefan grinned wider and nodded his head at her before his father clapped his shoulder and drew his attention back to the game.

"Yes… Perfect, indeed," Katherine murmured stiffly.

Juliette hardly took notice and instead turned to look at her with a bright smile. "Do you have someone waiting on you at home, Miss Pierce?" Her brow furrowed. "My apologies, Stefan told me about your family…" She frowned. "I'm so sorry you lost them, and to a fire too. That must've been terrible…" She reached across and patted Katherine's hand.

Katherine glanced at it briefly. "I'm… grieving," she said, nodding. "To answer your question, though, no, I don't have anyone waiting on me," she denied. "Although I hope to soon," she added, casting her gaze back toward a distracted Stefan.

Not noticing, Juliette picked at the sweets one of the servants had laid out for them. "Well, I'm sure you will have many suitors soon enough," she assured. "In fact, we should speak to Stefan's father about having a party, something of a _debut_ to introduce you to the town." She became excited with the idea and began dreaming up the party, voicing her thoughts to Katherine, making lists of who would be invited and telling her all about some of Mystic Falls most eligible young men.

Unbeknownst to Juliette, however, Katherine already knew who she wanted, and it would be at the expense of her.

Each day that Stefan snuck out to meet with Juliette, he had no idea that someone was watching. He didn't know that when he embraced the woman he planned to marry in the clearing in the woods, Katherine witnessed every heartfelt word and lingering touch. As he shared with Juliette his plan for them to run away, mapping out how they would get away safely, his every word was being filed away.

It was just two weeks later, when Stefan finally decided on a date. They would leave that weekend, early on Saturday, long before the sun thought to rise. He walked through the house with a grin on his face, untouchable, certain that his happiness was within reach. He regretted that he would be leaving his father, especially with Damon away at war, but he loved Juliette and he didn't want to wait any longer for them to be man and wife. He comforted himself with the idea that his father would not be completely alone. Now that Miss Katherine had come to live with them, she'd added life to the house and Stefan was sure that she would keep his father in good spirits until Damon returned. Perhaps, even, Damon would see Miss Katherine's beauty and find in her the same love Stefan had found in Juliette.

He was fairly skipping as he walked through the house, distantly noticing that someone had arrived out front, the neighing of a horse briefly registering.

One of the servants answered the door and it wasn't so long after that his father was summoned.

Stefan went to his room, deciding to begin packing. They only had a few days and he thought it would be easier to simply keep his suitcases under his bed, ready to go. He would keep out enough clothing to last him until they left and he had to be careful not to put away too much, such as keepsakes and photographs, lest anyone become suspicious of his plans.

As he stood folding his shirts, he paused at his dresser, taking out the box that lay inside. His father had shown it to him years ago, telling him that it would be the ring he would use to ask for Juliette's hand in marriage. It had been his mother's and even now as he looked at it, he swore he could feel his mother's kind soul somewhere inside of it.

A knock at the door drew his attention and he tucked the ring back into the drawer before reaching over and putting the suitcase under the bed, quick as he could. "Yes?" he called, straightening out his clothes, hoping whoever it was would not read what he had been doing somewhere on his person.

"Stefan."

"Father," he said, his brow furrowed. He paused, noting how Giuseppe's shoulder had slumped, his expression tired and worn. Stefan thought of the person who'd come seeking his father's attention and his heart stuttered. "What's happened?" He stared at him worriedly. "Is it Damon? Have they sent word? Is… Is he…?" The very word – _dead – _stuck in his throat, burning.

Giuseppe stepped into his room, closing the door behind him, and gave a grave sigh. "It's not Damon," he assured. "Your brother is fine so far as I know." He faced him, lifted his chin and took a deep breath.

"Then I don't…" He shook his head, offering a confused smile. "I don't understand. What else could have you so upset?"

"I'm upset for you, son. I bear terrible news." He stepped toward him, reached out, and laid a heavy hand on Stefan's shoulder.

He could hear his heart banging in his ears, dread worming its way through his chest. If not Damon, then there was only one other person that he loved so dearly. "Father," he said, his voice trembling.

"Sheriff Forbes sent word… His daughter was found this morning, she… She was _attacked_, a wild animal." He shook his head. "I'm so sorry, Stefan… I know how dearly you cared for Miss Juliette."

His knees shook before giving out. He fell, his hand reaching for the footboard of his bed. "No." He shook his head. "_No_."

"She was a fine young lady. She didn't deserve this."

Stefan's head fell, tears blurring his vision, his whole body shaking from head to toe, vibrating with loss.

They were going to run away.

She was going to be his wife.

He _loved_ her.

His father gathered him close as he cried, gruffly patting his back. "I know, son," he said, his own pain raw, remembering the loss of his own wife as he heard the agony of his youngest son break apart.

Stefan's heart wrenching sorrow filled the house.

It wasn't until he passed out that Giuseppe took his leave, mopping at his own eyes with a folded silk handkerchief as he made his way downstairs.

"Is everything all right?" Katherine worried, standing at the bottom of the stairs.

"I'm afraid not," Giuseppe told her, sighing heavily. "I know you'd become quite friendly with Miss Forbes… I'm aggrieved to tell you that she is no longer with us."

Gasping, Katherine pressed a hand to her mouth as tears filled her eyes. "No," she murmured. "But what could have happened?"

Though exhausted from his son's turmoil, Giuseppe felt sorry for Katherine and he patted her hand sympathetically. "It was tragic, my dear. I dare not hurt you with any of the details."

"Is…" She shook her head. "Stefan must be terribly heartbroken."

Grimacing, he nodded and cast his eyes up the stairs, as if he thought he'd see his disheveled, lost, grief-stricken son standing there before him. "He loved her dearly," he said quietly to himself. Frowning, he dropped his eyes. "With the war so close to home, William and I had been speaking of moving the wedding up," he admitted. "With these dire times, we thought what better way to remind us of what we're fighting for than to have a wedding?" He exhaled heavily, his shoulders drooping further. With one last pat to Katherine's hand, he said, "I'm sorry, Miss Pierce, but I need some time to myself, I think."

"Of course," she agreed. "I'm so sorry for your loss."

He nodded at her, offering a faint smile of gratitude before he took his leave.

When he was out of sight, Katherine smiled to herself.

She left Stefan to his grief for exactly one week and then she encouraged him to spend time with her under the guise of cheering him up. But when after a month he still hadn't moved on, she grew tired of waiting and began compelling him to be happy, to focus on her, to forget Juliette and his grief.

When Damon returned, she found it even more fun; with him, she didn't need to compel him. He loved her freely, happy to share her bed and her blood. But while Damon was fun, Stefan was who she loved. She wanted him to touch her as he had Juliette; to look at her with that same adoration. She wanted to crawl into his heart and stay there, embedded as deeply as it seemed Juliette still was. There was something lacking when she compelled him though; she could see in his eyes that it was all a show. The spark that she'd seen when he looked at the Forbes girl, the natural way he smiled with her, was absent when he was with Katherine.

Part of her hated him for it while another part only tried harder.

She made him drink from her and promised that he would be happy with her. They would all be happy; her, Damon, and Stefan.

Perhaps it was killing Juliette that had set them off; it had been brutal, indeed. She'd torn the young woman's throat out with her teeth and left her in the same clearing she often snuck away to with Stefan, watching as she bled out, smiling cruelly as she licked her lips of warm blood. She could have made it look more like an animal attack, but some part of her took satisfaction in the work she'd done.

But even without Juliette's death, bodies were piling up both in and around Mystic Falls; bodies that weren't her doing but that she knew were gathering attention all the same. Sheriff William Forbes, despite his grief, or perhaps propelled because of it, had begun asking Pearl about vervain, gathering large quantities of it. Katherine felt her time was running out and she couldn't be sure how long she had left.

The events that followed were a jumble; Katherine was struck down by the vervain in Stefan's blood. Giuseppe had feared that the orphan who'd come to live with him was exactly what she was; a vampire. She was dragged from the house and stuck inside a carriage to be brought to Fell's Church, where the rest of the vampires in Mystic Falls were being gathered to be burned alive. Stefan and Damon went to intercept them, their love for Katherine so great they thought to keep her from harm and run away with her.

Their father shot them where they stood.

The day Stefan Salvatore died was the same day he became alive again.

Upon turning into a vampire via Katherine's blood and his own father's fatal gunshot, he woke to a flood of memories once compelled away. Confused and awash in the grief he never had a chance to feel completely, he was caught between hatred for Katherine and a bizarre sense of leftover gratitude toward her. It would take him years to completely understand that all of what he felt for Katherine Pierce was forced upon him against his will and much longer to forgive himself for forgetting his sweet Juliette so easily.

Survival after that was hard to come by; he struggled between wanting to walk out and meet the sun and with it, his death, joining Juliette in the afterlife, and going on to travel as she had always wanted them to do. He fought against the bloodlust that plagued him so desperately that he feared himself a man unworthy of the beautiful, untainted memory of the woman he loved so fiercely. When Lexi found him, he was walking the edge of sanity.

Many years later, he would be grateful that she had. If it hadn't been for her, he might not have properly grieved, moved on, and found his control.

Were it not for her, he might not have lived at all. And what a shame that would have been… As when he returned to Mystic Falls, some 145 years later, he would get another chance.

It wasn't Juliette Forbes he found waiting for him, no. Aside from the flawless white skin and the stunning blonde hair, they didn't even look all that alike. But when he saw Caroline Forbes for the first time, he swore his undead heart actually came alive for just a second; just long enough to flip over in his chest with hope.

Had he known what would come, he might have stayed away. But then, he always was a sucker for a Forbes.

[**Next**: Chapter One.]


	2. Chapter One

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season. A lot of this is rewritten directly from the show, at least in terms of characters that wouldn't really be affected by Stefan/Caroline but are still essential to the main plot.  
**Word** **Count**: 4,967  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It)_**  
-Novel-

**One.**

_2009_

_For over a century, I have lived in secret… Hiding in the shadows, alone in the world. _

_Until now. _

_I am a vampire. And this is my story…_

…

Driving down a wet highway, the woods on either side of them, on their way back to Mystic Falls from an out-of-town concert, Darren complained from the driver's seat, "An hour's drive to hear that crap." "You know it wasn't even a _band_," he emphasised, "It was a guy with a _guitar_." He shook his head. "An hour each way."

"He wasn't _that _bad," his girlfriend, Brooke, said, smiling over at him, amused.

Brows hiked, he argued, "He sounded like James Blunt."

"Oh, what's wrong with that?"

"We already _have_ a James Blunt. One's all we need."

She laughed. "So why did you come?"

He turned to look at her, his expression genuine. "Because I love you."

A touched smile pulled at her lips. "Nicely done."

As they drove on, their surroundings were suddenly clouded, making it difficult to make anything out.

"What's with all the fog?" Brooke wondered.

"It'll clear in a second," Darren said, frowning.

Suddenly, through the moving fog, Brooke spotted a figure. She inhaled sharply and screamed, "Watch out!"

But it was too late.

The body collided with the front of the SUV and smashed into the windshield, rolling over the top as Darren struggled with the vehicle which was swerving at the sudden pressure on the brakes. The tires squealed as it spun in a circle before finally coming to a stop, facing the right way but on the wrong side of the road.

A body lay crumbled in the street where it fell.

Panting, Brooke and Darren turned in their seats, staring out the window in horror.

"_Oh_…" Brooke's voice waivered, her hands raised and shaking.

"Are you okay?" Darren asked, reaching for her.

Face crumpled up with tears, her head whipped back and forth. "We just hit someone! Oh my God!"

Darren's eyes darted. Finally, he turned and told her, "Call for help." He undid his seatbelt in a hurry before pushing open the truck door and climbing out. He jogged around the SUV and across the pavement toward the unmoving body in the distance.

Lips quavering, Brooke begged into the phone, "Come on, come on!"

Making his way closer, Darren slowed as he was within reach of the body. Under his breath, he begged, "Please be alive!" Finally, he knelt beside them, checking the man's wrist for a pulse, briefly glancing over the large, antique ring on their finger. When he found no pulse, he sat back on his haunches. "Oh, my God," he breathed, his eyes wide. He'd killed him. He'd run him over and he was dead.

Suddenly, the same hand he'd been checking for a pulse reached up and wrapped around his throat. In a flash of a second, the previously thought to be dead man was on his feet and lifting Darren to his with a supernatural speed. Feet dangling off the pavement, he struggled, but it was short-lived as the mysterious man bared his fangs and sunk them into the crook of Darren's throat with a sickening wet crunch.

Unaware, Brooke sat in the SUV, glaring at her phone. She undid her seatbelt and sat back, taking a shuddering breath, not sure she wanted to see what was happening outside, what it meant, whether the man was alive or dead. Gathering her courage, she pushed her door open and yelled, "There's no signal!" But as she stared at where they should have been; where the man landed and Darren had hurried to check on him, the road was empty. She closed her door behind her and took a few steps away from the truck, calling out, "Darren!" Her voice echoed down the empty stretch of road and through the dark, foggy woods. Fear climbed up her spine and she took a step backwards, calling more worriedly now, "Darren?"

Suddenly a bang could be heard behind her and she whipped around, her eyes widening in horror as she found Darren's body laid out on top of the hood of the SUV, his throat torn open and blood collecting around the vicious wound.

Screaming in terror, Brooke turned and started running down the road, crying as she went. She didn't make it far before she was suddenly swept off her feet and whisked away by an unseen force.

…

Stefan Salvatore stood atop the mossy roof of his house, gazing at the sunrise ahead of him through the gnarled branches of the trees collecting in the surrounding woods.

_I shouldn't have come home. I know the risk. But I had no choice. I have to know her._

…

Caroline Forbes considered her wardrobe, standing before her bedroom closet, hands on her hips, mouth twisted uncertainly.

It was a new school year and she had to make heads turn. This was going to be her year, she just _knew _it. This year she was going to get great grades, find an awesome boyfriend, and stop living in the shadows of her best friends.

She sighed, rolling her eyes.

Who was she kidding? And really, it was probably the worst thing _ever_ that she was even thinking this. Elena was her best friend and she'd lost her parents in a crazycar accident only _four _months ago. And besides, it wasn't even like she and Elena were in competition. Not… _really, _anyway. Sure, Elena always got good grades and everybody loved her and boys practically tripped over themselves just to be near her. But she didn't go out of her way for those things; she wasn't purposely trying to make Caroline look bad in comparison. Caroline just… was.

"Ugh!" she cried, her head falling back.

"Caroline? Are you up? You've got school soon!"

She glared at her closed door. "_Yes_, mom! I _know!_"

"I'm leaving. I have to get to work early. Are you going to be okay?"

"Oh my God," she muttered under her breath. "I'll be fine!" she exclaimed. Muttering to herself, she added, "Not like you'd care anyway, unless my body turned up and you had to investigate…"

"Have a good first day," her mother called after her before seconds later, the sound of the front door could be heard shutting.

Caroline turned her attention back to her wardrobe and forced a smile onto her face. "First day, new year," she reminded, fingering a few shirt sleeves. "You're gonna knock 'em dead, guarantee."

She kept her smile, even as she knew it was all for show. Picking out a blue dress with ruffled sleeves and an empire waist, she laid it out on her bed. Finally, she sat down at her vanity table and started doing her make-up. It wasn't the first time in her life that she thought about how much time she spent on her appearance and she was sure that a number of peoplee thought she was vain, even stuck up or shallow. She wouldn't argue different.

Life was hard. And it wasn't even just the Elena thing. Her dad had taken off, leaving her and her mom for his boyfriend and his new step-daughter. Add that to her mom's _insane_ work schedule, making sure there was very little mom/daughter time, and Caroline just constantly felt like she had to be _on_. She had to be sweet and friendly and smart and pretty and not at all touched by the sometimes bleak reality of her life. And maybe those were dumb things to be upset about; not having a boyfriend or being as accepted as Elena was. But the other stuff, with her parents, that really did hurt. It was just easier, she decided. To put on the make-up and the big cheerful smile and act like nothing hurt her.

When she was sure she looked perfect, she finally got herself dressed, gathered up her books and her purse, and left for school.

…

Across town, Elena Gilbert, a pretty brunette with olive skin, doe-like brown eyes, and a kind smile, was riding toward school in her best friend's car. Bonnie Bennett, a beautiful, dark skinned girl with long brown hair and a killer grin, was at the wheel.

"So… Grams is telling me I'm psychic," Bonnie said, her expression one of confused amusement. Brows furrowed, she explained, "Our ancestors were from _Salem_, witches and all that, I know, _crazy_," she said, sharing a look with Elena. "But she's going _on_ and _on_ about it, and I'm like, put this woman in a home already!" she laughed.

Smiling, Elena turned her gaze outside the car window at the passing cemetery.

Not noticing, Bonnie continued, "But then I started thinking, I predicted Obama and I predicted Heath Ledger!" She raised a finger off the steering wheel to emphasize her point. "And I still think Florida will break off and turn into little resort islands…" Looking over, she saw that her best friend was off in her own world and exclaimed, "Elena!"

Jumping, she turned back to her, expression wide.

Bonnie laughed, "Back in the car."

Shaking her head, she said, "I did it again, didn't I?" She sighed. "I—I'm sorry, Bonnie. You were telling me that..."

"That… I'm psychic now," she said with regal drama.

"Right. Okay," she returned skeptically. "Then predict something. About me."

Smiling, she blew out a breath. She glanced over at her and began, "I see—"

Suddenly, something slammed into the windshield, causing them to startle. Inhaling sharply, Bonnie hit the brake and swerved, sending the car careening sideways, tires squealing before they came to a halt near the curb.

Elena had her hand braced on the dashboard, mouth ajar, breathing heavily.

"What was that?!" Bonnie's head fell back against the headrest. "Oh, my God!"

Realizing they were okay and not in any immediate danger, Elena relaxed, leaning back and letting out a small sigh.

Sitting forward again, Bonnie worried, "Elena, are you ok?"

"It's okay." She nodded. "I'm fine."

"It was like a bird or something. It came out of nowhere," she said, apology clear in her tone.

"Really, I can't be freaked out by cars for the rest of my life," she assured, nodding, but her expression was still haunted.

Bonnie watched her for a moment before letting out a breath. She smiled encouragingly. "I predict this year is going to be kick ass."

Elena smiled at her, nodding.

"And I predict all the sad and dark times are over and you are going to be _beyond_ happy."

They shared a grin.

…

The field in front of the school was filled with people catching up and putting off going inside. Not for the first time, Caroline thought summer had slipped by too fast. But she reassured herself that she'd have a great year, hopefully much better than the last. In the spring, Elena had lost her parents in a terrible car accident and things had been rocky ever since. She'd been distant and Caroline just wasn't sure how to help her or make her feel better. And really, Bonnie was the phone she always turned to anyway. But then still left Caroline feeling like she'd let her friend down.

Taking a deep breath, she walked up the cement path leading to the front doors of her high school and made her way inside, pasting on a friendly smile.

Since Caroline was on just about every committee the school, and town, had to offer, she was always busy. And she was well known by most people too, especially those who worked on the same committees as she did, so it was no surprise that as she made her way through the halls she was greeted with a number of waves and smiles and 'Hi Caroline's!' Nearly none of those people, however, were what she would call friends.

In fact, she would really only call Elena and Bonnie her real friend and it wasn't long before she spotted them, standing at Elena's locker and talking.

Her brow knotted as she rushed across the hall. It had been too long since she'd seen her and the last time they had really had a chance to talk. "Elena," she said, wrapping her in a hug. "_Oh_. My god!" She squeezed. "How are you?"

Elena patted her shoulder as they hugged.

"Ugh." She stepped back, her hands still on the brunette's shoulders. "It's _so_…" She nodded quickly, looking her face over worriedly, "good to see you." She drew her hands back and tugged at her fingers before turning to Bonnie expectantly. "How is she? Is she good?"

Smiling, amused, Elena said, "Caroline. I'm _right _here."

She offered a sympathetic smile back, but Caroline was pretty sure that after everything that happened there was just _no way _that Elena was okay, and only Bonnie would give her the real scoop.

Readjusting her purse, Elena assured her, "And I'm fine." She grinned, nodding assuredly. "Thank you."

Caroline's nose wrinkled, her brow furrowed. "Really?"

"_Yes_." She raised her eyebrows for emphasis before shaking her head. "Much better."

"Ugh," she scoffed, not believing her, and dragged her into another hug. "You poor thing."

"Okay, Caroline."

Sighing, she let her go again, stepping back and taking a deep breath, clasping her hands and affecting a blithe smile. "See you guys later?"

"Okay," they agreed, nodding.

Cheerfully, she tapped her fingers in a soundless clap, and then walked off, letting her mask slip just a little as she went.

Was that too over-the-top? She didn't mean to sound insincere. She really did worry about Elena. She just wasn't very good at being comforting. She didn't want them to think that she didn't care, because she did. A lot. She loved Elena like a sister. Even if she knew that in their little triangle of friends, she was always going to be the corner left out. Elena and Bonnie were the real best friends and Caroline was more like a tag-along.

She sighed, her shoulders slumping.

"Hey Caroline," someone called out.

Her head swiveled to see who it was, her hand already raised in a wave. Distracted, she didn't see where she was going, or who she was walking into, until it was too late.

She collided hard with a body, which might as well have been a wall, since she ricocheted off of it and toppled toward the ground. Fantastic! First day back and she was sure everybody was going to see her and her klutzy behavior and never let her live it down.

Thankfully, however, she didn't fall to the ground, and instead was saved by the same person she'd run into.

She flipped her hair off her face, surely messing up the _perfect _side part she'd had it in, and wanted to glare up at the boy even if she was sure it was her own fault. But as she laid eyes on him, her heart stopped, and so did her breathing.

"_Oh_."

He offered her a lopsided smile and stared at her for so long that she thought maybe time had actually frozen. Her inner-romantic loved the idea. The other, more sensible part of her, realized she was just standing in the middle of a busy hallway with an alluring and quite possibly _strange _boy cradling her in his arms. He was cute though, she'd give him that.

Brown hair swept up attractively, sunglasses perched on top, square jaw, beautiful green eyes, and a killer smile. Oh yeah, he was definitely going on her Most Wanted list ASAP.

"You okay?" he asked, eyes darting over her face.

"Uh, yeah." She nodded and reached out hesitantly before patting his chest. "It was my fault. I didn't break anything, did I?"

He laughed, ducking his head a little, and stood upright, helping her to do the same. "Pretty sure you didn't hit me that hard."

"Well, just because I _look _small and fragile doesn't mean I don't pack a punch," she assured, with a shrug. "Especially when I don't know I'm about to walk into someone." She offered a half-smile, half-wince. "Sorry, by the way, I wasn't really watching where I was going and somebody called my name and I got distracted and, wow that probably sounds like I'm really easily distracted and I'm _not_." She shook her head quickly, looking up at him from the top of her eyes. "I'm not like, _ooh_ shiny thing, or anything, I just… It's the first day of school and someone—"

"Called your name," he finished for her, smiling, amused as he nodded. "Yeah."

She blew out a sigh. "Sorry." Closing her eyes, she took a deep breath and then stepped back from him. Thrusting out a hand, she introduced herself, "I'm Caroline."

He glanced at her hand briefly before taking it, shaking it slow and long. "Stefan," he told her.

"Stefan," she repeated, letting it roll over her tongue. "Interesting."

"Bit of a snap judgement, but I won't talk you out of it," he said.

She laughed, staring up at him. "Cute. Okay, so you're witty. I'll bite." She raised an eyebrow and tipped her head. "What's your favorite color?"

His brows raised in surprise. "Blue," he answered and then glanced at her dress. "That kind there."

She looked down at herself and bit her lip. "I'd return the sentiment, but black is a shade…" She gave his jacket a tug. "Although I like the leather." Her eyes narrowed teasingly. "Very mysterious, bad-boy-esque."

"Mysterious I can work with." He closed one eye and tipped his head. "I don't know if bad-boy is the image I was trying for though."

"Hmm, well, you don't always choose your image," she murmured thoughtfully. "Sometimes you just get stuck with it and have to roll with the punches."

He gazed at her a long moment.

"Birthday," she said abruptly, going for cheerful excitement.

His arms crossed over his chest for a moment. "November 5th," he answered.

"Ahh, a Scorpio…" She tapped her chin, eye closed thoughtfully, and nodded. "Okay, so you're the serious type."

He shrugged, folding his lips. "About important things, sure."

"And what qualifies as important to mysterious Stefan?" she wondered with a cheeky grin.

He half-smiled at her. "Kind of a deep, personal question, don't you think?" He raised an eyebrow. "Maybe, something we could talk about in greater detail…" He waved a hand. "Over coffee sometime?"

Her eyebrows hiked. "That… _Sure!_ Yes, I…" She took a deep breath to try and calm herself, and grinned at him. "I would really like that."

"Okay." He nodded, smiling. "I, uh… I still have to register though, so…" He waved a hand vaguely.

"Oh, of course. Um, do you know where the office is or…?"

"Yeah, it's okay." He took a step to the left. "But, I'll see you at lunch, maybe?"

"Uh-huh, sure." She grinned, waving at him.

"It was nice meeting you, Caroline."

She swallowed tightly, feeling like the way he said her name was somehow special, unique even. "You too."

She watched him walk off, handsome and mysterious, and she sighed dreamily to herself, folding her hands up against her heart.

Maybe this year _wouldn't _be a total bust.

Biting her lip, she turned on her heel and walked off.

June, she thought. Definitely a June wedding.

…

Outside the school, one foot balanced behind him on a short cement wall surrounding a gnarled tree, Jeremy Gilbert stood dispensing pills, dropping them into Vicki Donovan's hand. "Don't take more than two in a six-hour window," he suggested.

Smirking, she popped them into her mouth immediately, looking up at him coyly from beneath her lashes.

"Hey, Vicki," Tyler Lockwood called out, crossing over the grass surrounding the old tree behind Jeremy before he hopped down beside them. "I knew I'd find you here with the crackheads."

"Hey," she said under her breath, smiling as she stepped into him, pressing against his side.

Tyler's arm looped around her waist as he turned a frown on Jeremy, who had a smoke between his lips and was taking a long drag, brow furrowed. Snidely, he offered the younger boy, "Hey, Pete Wentz called." He stole the cigarette from his fingers. "He wants his nail polish back."

"Pete Wentz, huh?" Jeremy mocked. "How old school T.R.L. of you." He pointed at him curiously. "Carson Daly fan?"

Tyler started toward him aggressively, but Vicki intervened, lodging her elbow in his gut to keep him back. "Ty, be nice," she told him.

Jeremy only stood up taller, part of him itching for the fight.

"That's Elena's little brother," Vicki said, pressing her body against his, hands gripping the collar of his jacket.

"I know who he is," Tyler dismissed, letting her hold him back. Brows raised, he looked her in the eye and boasted, "I'll still kick his ass."

Smiling, she slid her hand around behind his neck and brought him down for a kiss.

Teeth grinding, Jeremy glanced away and then looked back, swallowing tightly as he glared at the sight. Blinking, unable to watch, he looked away again, jealous and hurt.

…

Stefan was still smiling to himself as he stepped into the office, moving toward the desk.

Caroline had been bubbly and sweet and a little nervous. She was also beautiful. There was something gentle about her that reminded him of how Juliette had been, but her personality was different all the same. Something she'd said was nagging at him, about image and rolling with the punches. For all of her excitement, he thought he saw something sad lingering around her.

He sighed to himself before turning his attention to the secretary and informing her of why he was there.

"Your records are incomplete," she said, staring down at the papers he'd brought in with him. "You're missing immunization records." She paused, surprised, and looked up at him, "And we _do_ insist on transcripts." She tipped her head and got out her pen to write something.

"Please, look again." He caught her eyes and held them. "I'm sure everything you need is there."

She stared at him, her once exasperated expression relaxing. Finally, after a few seconds, her eyes fell back to the papers. "Well you're right," she said. She half-smiled up at him. "So it is."

Compulsion. He'd gotten better at it over the years but it didn't always work long or as strongly as he needed it to. But it would have to do. The secretary got to work adding him to the system and smoothing out the details while he waited.

He felt a little nervous. He hadn't come to Mystic Falls under the impression that he'd be returning to school. Truth be told, he'd only come for a visit when he managed to spot Elena Gilbert. His first instinct had been primal; his fingers twitched and the switch inside of his head begged to be turned. A part of him wanted nothing more than to rip the girl's throat out.

She looked exactly like Katherine. Not a detail was different. The hair, the eyes, the olive skin. She was Katherine's exact double. So he dug deeper; he needed to know why it was she looked like the evil, corrupted vampire who'd turned his life upside down some 145 years ago. A curious part of him even wondered if she actually _was _Katherine; if somehow she'd escaped the church fire and insinuated herself into the Gilbert family, compelling them to believe she was their daughter. But he realized soon enough that wasn't true. That didn't change the fact that while she might not _be _Katherine, it was unnatural for her to look so much like her. Stefan needed to know why.

When he saw Caroline, it was by chance. He'd been investigating Elena and found pictures of her in the school archives; she was a cheerleader, and one of the names listed by the picture had been Caroline Forbes.

Forbes. It still made his heart pang, even as it didn't beat.

He was distracted for a moment, by Caroline's sweet smile and blonde hair.

He was distracted for more than a moment, if he were honest.

While Elena represented a mystery he needed to crack, Caroline was simple, bittersweet nostalgia.

He needed to know her; needed to know if she was anything like her ancestor. And maybe it would be torture, seeing her, finding out if she had the same laugh, the same voice, but he had to. Even if it hurt, and he was sure it would.

Despite watching her from afar, learning as much as he could about her life, he hadn't met her until that morning. Until she walked into him while trying to return the greeting a classmate tossed in her direction.

She smelled like lilacs; clean, fresh, soft. She bounced off of him and his hands were on her, his arms around her, cradling her close, safe. He could see the frustrated glare forming just a half-second before she saw him and it melted away. He was caught, completely ensnared, and he could do no more or less than stare at her, take her all in. Being this close, breathing her in, it was different from all the time he'd spent at a distance.

He could see how blue her eyes were, the fairness of her skin, and the pink of her lips. He felt triumphant when she stuttered and rambled and looked so eager to know anything about him. He'd wanted to stay, to let her pick his brain, to pick hers back, to listen to her voice. It wasn't the same as Juliette's, who was always so careful, so elegant when she spoke. Caroline was unfiltered.

When he left the office, class schedule in hand, he started down the hall, scanning for the only two faces he needed to know. He was still wondering if befriending Elena would be a good thing; he didn't know what her ties to Katherine were, but so far as he could tell, she had no idea about the supernatural world she may or may not be linked to.

He spotted Caroline at her locker, her phone out as she typed out a text. She looked up as he was passing and he grinned at her.

She waved back.

He wanted to stop, but the part of him that was quick to remind him he was on an information-gathering mission saw an opportunity up ahead.

He'd heard Elena's voice as she argued in the bathroom with her brother over him doing drugs and getting high before school, telling him she would be on his case to ruin his high every time.

Stefan timed it so when he saw her step out of the men's washroom, he was in her way.

She bounced off of him, but not in the same way as Caroline. Elena stumbled back a step and then stared up at him in surprise. She let out a sigh, her brows hiked slightly before they fell; she looked in awe for a second.

"Uh, pardon me," he offered before glancing past her shoulder. His brows furrowed. "Is this the… men's room?" he asked, motioning behind her.

Mouth falling open, she looked back at the door. "Yes. Um." She shook her head. "I was just, um…"

He watched her, amused.

"I was just—" She frowned, shaking her head slightly. She offered an embarrassed laugh under her breath. "It's a long story. Just…"

He smiled reassuringly.

She smiled back, still in awe.

He wondered if this was a bad sign. Elena was a beautiful girl, but her resemblance to Katherine made his stomach twist up painfully. There was still a twitch of his fingers that wanted to hurt her, squeeze her throat until he felt it snap. He clenched his teeth and shook it off. Elena wasn't Katherine; he needed to keep that in mind.

She moved to walk past him and he stepped out of the way to let her go.

But as she left and he turned, he saw Caroline by her locker, her expression dimming from her previous excitement to disappointment.

His brows furrowed.

She glanced at him, offered a faint smile, and walked away.

He was pretty sure he just screwed up without meaning to.

Sighing, he turned on his heel and walked into the bathroom.

He obviously hadn't thought this through as much as he needed to. But when Caroline had run into him, he couldn't _not _speak to her. He was just going to have to find a balance, either that or walk away while it was still possible.

As he stood gripping a porcelain sink, he sighed at his mirror image.

He'd talked to her for five minutes and walking away was already out of the question.

Maybe she was more like Juliette than he expected.

…

Elena.

Of course it was Elena.

He couldn't have walked into anybody else. It had to be Elena that caught his eye and turned his head. Caroline stood no chance and she knew it. Disappointment swelled up inside her, ballooning in her chest. She swallowed it down and pasted a smile on her face.

Taking a deep breath, she made her way to her first class.

She wouldn't let it get her down. So what? Her dreams had been dashed before first period; that wasn't anything new. And she'd been through worse. He was just a boy. A really cute boy who'd kind of, sort of asked her out on a date. But it was over before it started and now he'd probably fall in love with Elena and they'd be some perfect couple that left her endlessly jealous.

Fine.

She could deal with that.

Her smile strained but it never fell.

Caroline was stronger than that.

She was.

[**Next**: Chapter Two.]

* * *

**Author's Note**:

_Thanks so much to everyone who's read and reviewed. I really appreciate it! _

_Updates will not be so frequent that they're every day, but I did want to post something more Stefan/Caroline central considering the prologue is more about him and Juliette. I hope you liked this and where it's going. Just so we're clear, Juliette and Caroline are _not_ exact doubles like Katherine and Elena. They share a bloodline and a couple similar physical traits, like fair skin and blonde hair, but it ends there. Personality-wise too, Juliette was elegant and always knew what to say, whereas Caroline is not. And there's a point to that as Stefan's not interested in Caroline because she's Juliette 2.0, even if it did originally draw him in. You'll see as the plot moves forward that he understands Caroline is very much not the Forbes he fell in love with in 1864._

_Thanks so much for reading and please leave a review! Lemme know what you're hoping to see, what kind of twists you might like to see done to the season one plot, what kind of part you think Damon should play. Although I've already got an idea in mind for him, I would like to see if any of you think the same way or not. So drop me a review and tell me what's on your mind!_

_Thanks again,_

**-Lee | Fina_  
_**


	3. Chapter Two

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season. A lot of this is rewritten directly from the show, at least in terms of characters that wouldn't really be affected by Stefan/Caroline but are still essential to the main plot.  
**Word** **Count**: 5,408  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It)_**  
-Novel-

**Two.**

Stefan finally had a break in between French and History, both of which were classes he had with Elena; he was considering his options. He could ask if she might help him with homework and build up a friendship. She might be more open to discussing things if they were friends. He considered compelling her, but he wasn't sure how long it would last and if she managed to remember somehow, it could cause problems later. Regardless, he had to keep an eye on her, but that didn't mean he wanted to be around her 24/7. She was friends with the Bennett girl; Bonnie, he thought her name was. Meaning she was descended from witches, and he was fairly sure he needed to avoid her for as long as possible.

As he left French, he walked down the hall, and spotted a familiar head of blonde hair.

"Caroline," he called, speeding up his footsteps.

She turned, her hair swinging behind her. Her eyes darted around before finally landing on him. Her smile widened and then stilled, becoming less genuine.

"Stefan, hey…" she said, her voice far less excited than it'd been.

"Hey," he said, falling into step with her. "So, how was your first day back at school?"

"Um, it was good." She twisted at her waist to look at him and rolled her eyes. "I'm stupid. I didn't even think to ask…" She waved a hand at him. "It's your first day, right? I mean, I've never seen you before and Mystic Falls isn't that big and trust me, I'd remember you, so…" She paused, flushing. "Um, ignore that last part."

He smiled, turning his head to hide it. "Army brat," he agreed. "I just moved back actually, haven't been here since I was a kid. I'm staying with my uncle."

"Oh." Her brows furrowed. "Is there… I— I mean, your parents, are they…?"

"Gone." He nodded, turning his eyes down the hall.

"I'm so sorry." She reached for him, her hand pressing against his arm, brow furrowed. "Was it… _recent_, or…?"

"Actually, it feels like forever ago." He turned to look at her with a half-smile. "It's okay. Really."

She rubbed his arm all the same. "Well, since you probably don't remember much about Mystic Falls, does that mean you need a guide?"

He quirked an eyebrow. "Is there a lot to see?"

"Honestly…" She shook her head, nose wrinkled. "No. Not really."

He laughed under his breath. "I'd still like a guide, if you're up to it."

"Sure," she said, brightly. "We, uh, we can start with the Grill." Her brows hiked. "We can play pool, have something to eat." She shrugged one shoulder. "It's kind of the only good hang out place, anyway."

"That sounds great."

"Yeah." She looked over and then slowed her steps. "Um, this is me," she said, waving to the door with her thumb. "But, if you're not busy tomorrow night, we could go to the Grill then!"

"I can meet you there, say seven?"

"Yes! Great!" Her excited smile was back to mega-watt status.

He ducked his head as he grinned. "Okay. I'll see you then."

"Sure. Um, bye." She waved her fingers before moving to walk into her classroom.

He watched her go, smiling wider when she looked over her shoulder to see if he was still there and nearly walked into a desk, distracted. She was blushing when she finally took her seat and he walked away.

Maybe he hadn't screwed things up too much.

…

After school, Stefan found another chance to get into Elena's good graces.

She was at the cemetery, writing in a journal, and for a moment he felt a small connection with her. It was rare to find someone who wrote as avidly as him, so he found himself appreciating that she had to take the time to get her thoughts out too. Not for the first time, he found himself thinking that she may not be like Katherine at all.

When the fog rolled in, he made himself scarce, but he kept an eye on her all the same. He could see that she was getting freaked out and it wasn't long before she tripped as she was running away. He appeared behind her just as she got her feet under her.

Feeling a presence behind her, she whipped her head around, eyes wide as they landed on him.

"You okay?"

Her eyes closed briefly as she let out a relieved breath. Nodding, she waved her hand behind her as she wondered, "Were you following me?"

"No. I, uh…" He pointed at the ground. "I just saw you fall."

Unconvinced, her brows knotted as she nodded slowly. "Uh-huh. And you just… _happened_ to be… hanging out in a cemetery…"

"I'm visiting. I have, uh, family here."

Her eyes widened a fraction. "Oh…" Her face screwed up. "Wow. Tactless. I'm sorry." She pressed a hand to her stomach and looked up at him. "It's the fog. It— It's making me foggy. And then back there, there was this— this bird, and it was all very Hitchcock for a second." She waved her hand around. "That— That is the bird movie, right, the Hitchcock?" she wondered.

He half-smiled, nodding.

She laughed under her breath, smiling at him. "I'm Elena."

"I'm Stefan." He nodded his head forward in hello.

She nodded, smiling brightly. "I know." She shrugged. "We have History together."

"And English and French," he added.

"Right," she said, somewhat breathlessly.

"You have a, uh…" He motioned to her hair with his finger.

"Oh." She looked down and combed her fingers through her hair, pulling a leaf loose. She twirled it between her fingers for a second before pointing at his hand. "Nice ring."

He looked down at his lapis lazuli ring on his middle finger and twisted it side to side for a moment. When he'd been turned, Emily Bennett had given it to him, promising that it would protect him from the sun. "It's a family ring," he told Elena. "I'm kinda stuck with it." He nodded. "It's weird, huh?"

"No, no. It's just—" She shrugged. "I mean, there are rings and then there's… _that_." She laughed lightly.

She smiled as he dropped his hand back to his side.

His expression shifted then as he caught the scent of blood on the air, his brow furrowing with it. His gaze fell toward her legs. "Did you hurt yourself?" he wondered.

"Hmm?" She looked down at herself.

"Did you hurt yourself?" he repeated.

"Oh, uh…" She shifted her leg around. "I don't know." She walked away a few feet and propped her leg up, rolling her jeans out of the way to reveal a cut on her shin, blood collecting around it. "_Oh! _Would you look at that… That is not pretty."

Stefan's feet shuffled as he turned away from it, brow knotted. He hid his face as he felt his eyes darken, the thirst building inside him. Veins faintly spidered out from beneath his eyes.

"Are you okay?" she wondered.

"You should go," he told her, his voice unsteady. "Take care of that."

Elena rolled her jeans down and told him, "Really, it's nothing," but he'd already fled.

It was too much. There was still a twitch inside him that related her to Katherine, adding blood to the equation made it worse. Control was a fickle friend that came and went, it seemed. As soon as he thought he had a grip on it, it liked to show him he didn't.

Elena seemed like a nice girl and he didn't want to hurt her. He cut through the woods on his return to the boarding house and quickly found a rabbit to slake his hunger with.

It wasn't enough, it never really was, but it would hold him for a while.

…

That night, Stefan sat at his desk, his journal open, pen poised.

_I lost control today. Everything I've kept buried inside came rushing to the surface._

He paused, brow furrowed tightly, and licked his lip as he dropped his gaze back to his book.

_For a moment, with the scent of her blood on the air, I looked at her and I saw Katherine. I saw her dark smirk peeking out to taunt me and I wanted nothing more than to destroy it. Destroy her. I know I would've regretted it. She is not Katherine. And I'm not that person anymore. But for just a moment, she was, and I was, and I fear it won't be the last time I feel that way_.

…

The following day found Caroline searching for Stefan.

She hadn't seen him before school started or during break, so she was hoping she might spot him at lunch. She was a little worried that he might've changed his mind about meeting at Mystic Grill and firmly told herself that it was just her insecurities acting up.

She finally ran into him just as he was walking out of the library.

"Stefan," she called.

He turned his head, searching, and smiled as he spotted her.

Her heart leapt a little in her chest. There was something about how he lit up when he saw her that made her feel good. She hurried her steps to catch up to him.

"Hey," she said, looking up at him. "I haven't seen you all morning. I was starting to think you'd skipped."

He laughed under his breath. "This early in the year?"

"Well, you might be living up to that bad-boy image yet, I don't know," she teased.

He grinned, ducking his head. "No, I've just been busy. New school, feels like there's a lot to catch up on already."

"Makes sense." She swung her hands by her sides. "So tonight?"

"Yeah." He nodded. "I'm looking forward to it." He raised an eyebrow. "Are you any good at pool or should I start taking bets?"

Chuckling, she rolled her eyes. "I'm…" Her nose wrinkled. "Passable…"

He licked his lips, hiding a smile. "Maybe I can show you," he suggested.

"I'd like that."

For a moment, all they did was stand and stare at each other.

And then somebody walked by, bumping her with their bag, and she looked away. "Are you hungry?" she asked him. "Since it's lunch and I spent about half of it looking for you, we could share my sandwich, maybe you can tell me what your old schools were like or something?"

He nodded. "Sure."

"Great." She backed up a step and then started toward her locker with him at her side. She took a deep breath and let it out slowly, inconspicuously, wishing the butterflies in her stomach would just calm down already. "I hope you like ham." She could've slapped herself, really. It was like all of her collected cool and natural charm just went flying right out the window around him. Open mouth, insert foot, and farewell sex appeal. "Oh, unless you're vegetarian or something." Her brows furrowed. "Are you? Because I brought carrot sticks too, if you want. Or maybe you could just eat the bread…? Would it be weird if I still ate my sandwich or is that, like, rude?"

He laughed under his breath. "Ham's fine."

She looked over at him from the corner of her eyes. "You make me nervous," she admitted.

He met her eyes with a significantly sober expression of his own. "Good nervous?"

She smiled slowly and nodded.

"Me too," he told her.

Swallowing tightly, she bit her lip.

Maybe the butterflies weren't the worst.

…

Stefan had spent most of his day at school avoiding Elena. He didn't feel like explaining his disappearing act and, frankly, he was a little worried that if he got close to her, the memory of her blood would be too recent not to lose his control. Having Caroline find him meant that hiding wasn't really a possibility. On the bright side, however, they took a seat on one of the benches lining the walls of the hallway and were lucky enough not to see Elena once while they shared her ham sandwich and he told her about a few schools he'd been to in the past. Of course, he left out the part where a number of the schools he was describing had been visited over the course of 145 years.

Caroline was a good listener; she hung on to every word and always asked questions, encouraging him to tell her more. There were times he forgot he couldn't say everything; couldn't tell her things that would give away the fact that at one point, he'd attended a school while segregation of black and white students was still being enforced. He would catch himself about to tell her a story that wouldn't fit into their modern world and either adapt it or scrap it.

As he made his way back to the Boarding house, he couldn't help but wonder if he would ever be able to share all of that with her. Would he ever be able to tell her the whole story, his whole life, and not an abridged, carefully redacted version of it? And if that time came, would she even accept it? Or would she look at him with the same fear and horror and disgust as so many other people had in the past? Seeing the monster inside of him and forgetting completely the man.

He wanted to believe that one day everything would be normal and he could speak freely, that Caroline would accept him, but he had to wonder if that was just an empty pipe dream.

…

Caroline spent the majority of her afternoon trying to find out what she should wear to her kind of/sort of date with Stefan. She was pretty sure it was technically just a 'welcome to Mystic Falls, let me introduce you to where the cool people hang out' kind of thing, but she was hoping it might be more than that.

Standing in front of her closet, she mimicked her usual morning's indecision. She'd already showered and done her hair and make-up and now she just needed a cute outfit. They'd had a nice moment at lunch but she was already beginning to second guess herself. She wondered if he would notice she'd changed, and if he did, would he read too much into it? Would he wonder why or think she was too eager? And worse, had he only asked her out because he knew she and Elena were friends? Sure, they'd only vaguely bumped into each other that morning and definitely didn't exchange the same kind of conversations Caroline and Stefan had, but she was well aware that it only took a second to fall for doe-eyed Elena.

Feeling bad about thinking of her friend that way, she sighed, her shoulders slumping.

_It's not her fault, it's not her fault, it's not her fault_, she repeatedly told herself. Elena was not to blame and she really did love their friendship. But sometimes, she just felt so lacking in comparison and she couldn't get over it.

"Okay…" She stepped toward her closet and motioned her hands as she took a breath and let it out slowly. Finally, she pointed at the closet. "Blue is his favorite color…" She looked through her tops and dresses before finally settling on a cute blouse in a shade just about the same as the dress she'd worn the day before. She found her hip-hugging, dark wash jeans and shimmied into them before picking out her favorite boots; the ones that always made her feel more confident. She added a light jacket and a killer purse and told herself, "You are going to knock him dead!"

Grinning, she nodded, and moved to leave her room.

Destination, Mystic Grill.

And, maybe, hopefully, true love.

A girl could dream.

…

Stefan sat at his desk, twirling a pen; he just kept re-reading his last journal entry.

Finally, he closed it with a snap and stood from his desk.

He didn't have much time. He and Caroline were meeting at Mystic Grill.

He grabbed his leather jacket, pausing only once as he considered the previous afternoon and what it could mean. Yes, he'd lost control momentarily, but he left, he knew his limitations. He told himself he would never hurt Caroline; that she was safe with him. But a part of him feared no one was ever truly safe around him and the monster that dwelled under the surface.

His fist tightened around his jacket, but he did not stop. He left his room, walked down the stairs, and made his way to the Grill.

…

Mystic Grill was bustling.

Jeremy smiled as he spotted Vicki, picking up a tray full of food to be handed out.

"Hey," he greeted, hands tucked into the pockets of his hoodie.

She looked up at him and said dismissively, "_Working_," before she walked off to drop the food at Tyler's table, where he sat across from his grinning best friend, all dressed up in his red Letterman's jacket. "Thanks, Vick," Matt said to her as she dropped each of their plates in front of them.

Ignoring him, she turned to face Tyler with a suggestive grin. "Do you need another refill?"

He returned her look and said, "I'd love one."

As she walked off with his cup, hips swaying, Tyler turned his head to watch her go.

Frowning, eyes narrowed, Matt sat forward and caught Tyler's eyes. "Please tell me you're not hooking up with my sister," he said, waving a fry.

Tyler shook his head and, with a blank face, lied, "I'm not hooking up with your sister."

Matt shook his head, dropping his gaze. "You're such a dick…"

As Vicki made her way back, Jeremy moved to meet her. "Hey, what's your deal?" he demanded, confused. He followed her around to another part of the bar. "I mean, summer you act one way and then school starts and you can't be bothered."

Vicki busied herself collecting supplies. "Look, Jeremy, I _really_ appreciate all the pharmaceuticals, but you can't keep following me around like a lost _puppy_." Her eyes flashed wide irritably.

He reared his head back. "When's the last time you had _sex_ with a puppy?"

"Hey, keep it down," she warned. "I don't want to tell the whole world I _deflowered_ Elena's kid brother." She turned her back to him.

Persistent, he said, "Yeah, and deflowered and deflowered." He reached for her, touching her elbow gently.

She faced him again, knocking his hand away. "We hooked up a few times in a drug haze," she dismissed. "It's over."

He swallowed tightly, his eyes turned away.

"You gotta back off before you ruin things between me and Tyler."

"Oh, come on," he argued, brows furrowed. "The guy's a total douche. He only wants you for your ass."

She sighed, looking up at him. "Yeah?" she asked, defeated. "What do _you_ want me for?" As she walked away, she purposely knocked into his shoulder.

Sighing to himself, head falling back, he let her go.

…

Across the Grill, Stefan watched the scene with dismissive interest.

He'd checked out Elena's whole family, though he'd yet to meet any of them. From what he could tell, Elena's younger brother was trying to stunt the pain of his parents deaths with drugs, alcohol, and a girl who didn't seem all that into him, at least not outside of the few times they'd hooked up over the summer. Jeremy, despite avoiding his parents' tragic deaths, only seemed to be finding drama in other places.

Turning his attention away, he scanned the room for Caroline, finally settling his eyes on the blonde sitting at a booth, nursing a Coke.

He walked toward her, grinning as she perked up when she spotted him. She'd changed out of what she'd been wearing at school that day. The top she had on was an attractive shade of blue. He wondered how ridiculous it was that he was a vampire and he still got butterflies.

She waved and he nodded back at her before finally settling in across the booth from her.

"Hey," she said, stacking her hands on the table. "I wasn't sure what you wanted to drink, so I thought I'd just wait."

"That's fine," he assured, looking up as the waitress appeared. "I'll have what she's having, thanks."

"Still wearing the leather jacket, I see," Caroline said, as the waitress left.

He laughed under his breath. "Maybe I'm hoping mystery will trump bad-boy."

"Well, mystery's good in theory, but I'd like to know a little more." She sat forward, resting her chin on her upturned fists. "So let's start with the basics, okay?" Her brows hiked. "We could even go back and forth if you want."

He nodded. "You first."

"Okay, ask me anything," she offered.

"Family," he said, briefly offering a thank you smile to the server as she dropped his soda in front of him.

"Easy," she said. "No siblings and a workaholic Sheriff of a mom." She rolled her eyes dismissively.

"And your dad?"

Her nose wrinkled and her eyes fell. "Um, he's not… He left…" She twisted her fingers, tugging on them. "With his boyfriend," she said, see-sawing her head and adding a smile to make it look like it was no big deal. "Who has a daughter that sucks, so…" She frowned. "I guess I do kind of have a sibling… _Huh_…"

"That must've been hard," he said thoughtfully. "Your dad, leaving…"

Her lips turned down. "Yeah, it… It was, I guess…" She tried to smile again. "But it's okay. I mean… He calls… sometimes."

He nodded, his expression grim.

"Hey, it's fine." She reached for his hand and patted it. "I mean, your parents…" she trailed off, her eyes falling.

"It's one thing to have parents die on you, and another to have them leave," he said, staring at her.

Her lips pursed, brow furrowing. And then she was perky again. "Wow, okay, this game turned out more depressing than I wanted it to." She waved her hand dismissively and grinned at him. "New topic!" she decided.

He smiled at her enthusiasm. "How about friends?" he asked her, brows lifted.

Her smile dimmed a little. "Oh, uh… Well, there's really just… Just Elena and Bonnie," she said, her eyes wandering away. "Hey, speaking of…" She pointed to where her two friends were, walking toward the table that Matt and Tyler sat at.

Stefan stared after them for a moment, noticing Elena's curious glance over at them before he turned back to Caroline, who was watching him nervously. "They seem nice," he said, shrugging.

"They are. _Really _nice," she agreed, nodding. "Um…" She swallowed. "Elena especially," she said, her smile strained. "She's—She's really nice."

"I actually met her. Yesterday," he informed her. "We ran into each other at the cemetery."

"You did." Her eyes widened. "Oh. Well that…" Her brows furrowed. "That was probably depressing actually. What a weird place to meet people."

He laughed.

She frowned. "_Sorry_. I—I didn't mean for that to sound—"

"No, it's okay." He shook his head, smiling. "Your honesty is refreshing."

She half-smiled, shrugging. "I think it's mostly just accidental."

"Which makes it more genuine," he said gently.

She stared at him a long moment before letting out a breathy sigh. Shaking it off, she turned her eyes away. "Um, we—We should get something to eat and then… Pool? Do you play pool?" She grabbed out a couple of menus and handed one to him.

He smiled at her nervousness. "I do."

"Great." She scanned the menu curiously, pausing every once in a while to look over at him in what she thought was a covert fashion. "You're not looking," she said.

"I already know what I want."

She swallowed, staring him in the eye.

Stefan could hear her heartbeat speed up.

"Caroline, hey," Bonnie's voice suddenly interrupted.

Her head swiveled, eyes wide as they landed on her two friends. "Bonnie, Elena… _Hey_…" she said, looking between them. "Oh, um…" She rolled her eyes at herself. "Sorry. Guys, this is Stefan." She waved a hand toward him. "Stefan, you've already met Elena, so this is Bonnie."

He bowed his head in hello and waved a hand. "Hi."

"Hey," they both said in return.

"Did you guys order yet?" Bonnie wondered.

"Uh, no, we were… still looking," Caroline answered, wiggling her menu.

"Do you mind if we join you then?" Elena wondered.

Caroline paused for a moment before forcing a wider smile. "No, of course not. Please, sit down."

Stefan caught the grimace that just barely registered on her face when Elena took the seat next to him while Bonnie sat beside Caroline.

"How, uh, how's your leg?" he asked, turning his head to Elena.

"Oh, it's fine," she assured, nodding. "Just a scratch, barely."

"Good. Glad to hear that." He offered an apologetic shrug. "Listen, I'm sorry for my disappearing act. I know it was… strange."

"No." She shook her head. "No worries. I get it, blood makes you squeamish."

"Something like that," he muttered.

"Your leg?" Caroline asked, brows furrowed.

"She fell, scraped her leg open, and Stefan here was apparently there to save the day," Bonnie explained, smiling at him.

"I… I didn't do anything, really," he said, holding his hands up. "I was… just there. Right time, I guess. I mean, just happened to see her fall."

"I was freaked out. Weird fog," Elena said on a faint laugh.

The server arrived then to see if they wanted to order and a short minute later, Stefan found himself the center of the three girls' focus.

"So, you were born in Mystic Falls?" Bonnie wondered.

"Mm-hmm," he agreed, nodding. "And moved when I was still young."

"Parents?" she wondered.

Caroline winced sympathetically.

"My parents passed away," he shared.

The table went quiet for a moment before Elena turned to him and said sincerely, "I'm sorry."

Knowing her own, much more recent, tragedy, he nodded back at her.

"Any siblings?" she wondered.

"None that I talk to," he said with a faint smile, turning to look at Caroline and then Bonnie. "I—I live with my uncle."

"Right, at the Salvatore Boarding house," Caroline said. "You guys know that place; big, kind of gothic, super old-fashioned but in, like, a pretty kind of way."

He grinned at her description. "That's the one."

"Is it as nice on the inside as it is on the out?" she queried.

"It's… more gothic, more old-fashioned, I think." He nodded, gazing at her a moment. "I'll show you sometime."

"I'd like that," she murmured. She brightened. "That reminds me, since you're new, then you don't know about the party tomorrow!"

"It's a back to school thing at the falls," Bonnie informed him, smiling.

He nodded, looking around at each of them. "Sounds like fun."

"It is." Caroline grinned. "You'll have fun, I'm sure of it." She nodded. "I won't take no for an answer."

He laughed under his breath. "Then I guess I'm saying yes."

She hid her pleased smile by taking the straw of her soda between her lips.

The girls spent a while longer interrogating him, but he'd long perfected the art of lying about his history. It was better to use as much truth as he could, but adapt it to the 21st century. He was a little disappointed that what was supposed to be just a thing between him and Caroline had turned into some group date, but he also saw it as an opening. He needed to befriend Elena in order to pick her brain and he was willing to take any opportunity offered.

Eventually, Bonnie and Elena left to join Matt and Tyler in a game of pool anyway, and he was back to just sitting with Caroline. Their food had already come and been eaten and Caroline was considering the dessert menu.

"So much chocolate," she murmured, wrinkling her nose. "Which is bad… Or good." She shrugged. "I _could _just work it off in cheerleading…" She bit her lip.

He smiled at her. "You should get the chocolate."

She looked over at him from beneath her lashes. "You wanna share?" she asked. "What do you say? Chocolate sundae for two?"

"Sure," he agreed, nodding. "But I don't know how your teammates will appreciate me crashing cheerleading practice to work it off."

She giggled, her head falling back. "I'm not sure that's the look you want to go for post-leather jacket."

"You don't think I'll look good with a set of pom-poms?" His brows hiked. "I think you might've ruined a dream for me."

She laughed, shaking her head.

Stefan watched her a moment, her cheeks flushed pink. She was genuinely happy; he'd noticed quite a lot that she would suddenly lose her enthusiasm and try to hide it by faking her way through smiling or putting on a cheerful façade. He didn't want her to feel like she had to do that with him. He understood that part of it was just residual feelings for Juliette, but he also knew that Caroline was different and from what he'd learned, he liked her.

"So, the sibling thing," she said, looking over at him. "I know you said you don't like to talk about it…" She quirked an eyebrow. "And you totally don't have to, but…" She shrugged. "I mean, if you wanted to…"

He nodded. "Yeah… I… It's just…" He sighed. "Bad blood."

She tipped her head, smiling sadly. "I'm sorry."

"No, it's… It's okay."

"I used to wish I had a sibling," she confided.

"Yeah?"

She nodded. "Yeah, it was… I don't know, it was kind of… _lonely_, growing up without one." She shrugged. "I see Elena with Jeremy and Matt with Vicki, and I guess… I just kind of wish I had someone who'd always been there… Somebody who could relate to everything, you know? Because they lived it too."

"Yeah… I get it."

She smiled faintly. "Here I go again, making things all yuck."

He shook his head. "No, I like it." Sincerely, he told her, "It's good, to be enthusiastic and happy, but… sometimes, you just want to talk about the bad stuff, and you should be able to."

"Yeah," she whispered, staring up at him with big blue eyes.

"Did you two figure out what you're doing for dessert?" the waitress asked, appearing at the table.

Caroline startled, her hand going to her chest. "Oh, um, _yes_. We're going to have a chocolate sundae, please…" She pointed at the writing pad and said, "With extra chocolate."

Stefan chuckled under his breath.

The waitress left and she shrugged. "All in," she said, smiling.

"No better way," he agreed.

It wasn't until they were sharing the sundae, their spoons clanking together every one in a while that Caroline finally said, "So… Um…" She kept her eyes on the ice cream. "Elena is really nice and I just… I noticed that she seemed to really connect with you. If…" She shrugged. "I mean, I'm just putting it out there, but if you wanted… I don't know, for me to put in a good word or something, I—I _could _and—"

His hand covered hers, and for a moment he was distracted by her racing pulse and how warm and soft her skin was. He waited until she looked up and met his eyes before he told her, "I'm sure Elena's a really good person… And it's kind of you to offer. But… I'm not interested in her in that way."

Her heart skipped a beat as she stared back at him. "You aren't?" she asked, so quietly, he thought she might've been afraid to make sure.

He shook his head.

She nodded, dropping her eyes to the ice cream once more. "Okay." She swallowed before smiling. "Okay."

He left his hand on top of hers as they finished the sundae. And wondered if later, when he got all the answers he needed from Elena, he'd be able to let go of Caroline's hand when it was time to leave.

She switched positions so she could tap her fingers over his knuckles and circle his ring. He'd known her two days and he already felt like there was no going back. He wasn't even sure he wanted to.

[**Next**: Chapter Three.]

* * *

**Author's Note**:

_I couldn't help myself, so I posted another chapter. _

_I'm writing chapter eight right now, and Damon and Caroline have met and seriously, that was just a really awesome and fun scene to write. It's not quite like how Elena and Damon met, though part of it is spent at the Salvatore Boarding house. It's interesting to write him still as that slightly sadistic villain in the beginning of the first season. I would really like to know what you guys would think about either having a Caroline/Damon friendship, unrequited feelings on Damon's part, or if you prefer Damon/Elena to make a super early debut or what. I have an idea of what I want to do, but I'm always open to suggestions._

_Thanks for reading!_  
_Please leave a review!_

**Lee | Fina**


	4. Chapter Three

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season. A lot of this is rewritten directly from the show, at least in terms of characters that wouldn't really be affected by Stefan/Caroline but are still essential to the main plot.  
**Word** **Count**: 5,138  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It)_**  
-Novel-

**Three.**

When Stefan returned to the Boarding House that night, he was still smiling. Bonnie had offered to drive Caroline home, so he'd said goodbye on the curb, waving to the other girls.

He was upstairs, changing for bed, when his bedroom door swung open and Zach walked in, looking angry as he held up a newspaper. "You promised."

Brows furrowed, Stefan reached for the paper curiously. The cover had two pictures on it of Darren Malloy and Brooke Fenton, who were both found dead after being mutilated by a wild animal. He handed the paper back dismissively. "This was an animal attack," he said.

"Don't give me that," he said, eyes wide. "I know the game. You tear them up enough, they always suspect an animal attack." He waved a hand at him. "_You_ said you had it under control."

"And I do," he said simply, turning his back on him as he gathered things from his bed.

"Please, Uncle Stefan," Zach asked, shaking his head. "Mystic Falls is a different place now. It's been quiet for years—"

Stefan turned back to face him once more.

"—but there are people who still remember," he warned. "And you being here..." He shook his head. "It's just going to stir things up."

He stared at him, mouth pursed, brow furrowed. "It's not my intention."

"Then what is?" he exclaimed, shifting his feet. "Why did you come back? After all this time, why now?"

Stefan's voice raised a notch as he replied sternly, "I don't have to _explain_ myself."

Zach stared at him a moment, looking almost fearful. "I know that you can't change what you are…"

Stefan's eyes fell slowly; what he was would never be human and he hated the reminder.

"But you don't belong here anymore."

He nodded faintly and licked his lips before finally meeting Zach's eyes grimly. "Where do I belong?"

A heavy silence echoed between them for a long moment.

"I can't tell you what to do." Zach shook his head, motioned the newspaper at him before taking a step back. "But coming back here was a mistake." He turned to leave, throwing the paper down on a leather foot rest.

Stefan watched him go, brow knotted tightly.

Finally, he turned and walked to a wood cabinet against the wall. He opened the doors, where numerous old books, faded with age, and yearbooks from his many times in high school, were all collected. He pulled out one leather bound book in particular and turned it over in his hand, moving the tie out of the way before he opened it.

Inside was a picture, black and white, unable to capture completely the person it was taken of.

It didn't show how the sun made her hair the color of spun gold or how red her lips always were. It didn't highlight how soft her skin was or how bright her eyes had been. It wasn't defined enough to catch how long her eyelashes were and the way her face was turned, he couldn't see how one of her ears was just a little disproportionate to the other. And of course, pictures couldn't show gentleness, kindness, or how warm and loving and thoughtful she was.

But it kept her face fresh in his mind, after all these years.

There was another picture, one he'd dug out after he'd seen Elena and thought the ghost of his past had risen to haunt him. That picture too didn't capture the devious, manipulative, cruel nature of the girl it was taken of. Instead, she appeared sweet, innocent, and flawlessly beautiful.

He didn't take that picture out to look at, instead focusing on the angelic face of the girl he'd once thought to spend his forever with, even if it was never meant to be as long as this.

_Juliette_, it read in black calligraphy. _1864_.

He wondered briefly, sorrowfully, if one day a hundred years from then, he might open this book and find not one but two pictures of Forbes women for him to mourn. And just how much of a monster did it make him that the very idea that one day sweet Caroline might follow in her ancestor's footsteps didn't send him racing out of town limits as swiftly as possible?

He swore he could still feel her hand atop his, hear her laughter echoing in his ears, and he told himself that if anything ever happened, if he ever became a liability to her, he would go. He wouldn't stop for anything. He would not let her die too.

He promised himself he wouldn't let anything happen to her.

…

The next morning found Caroline humming under her breath as she stood in her kitchen, making her breakfast, a smile pulling at her lips.

"You're cheerful this morning," her mother said, brow raised rather suspiciously as she poured herself a mug of coffee.

"I _am _cheerful. I'm a naturally cheerful person," she replied, taking her toast and fruit salad over to the table. "You should be grateful. There are worse things than cheerful."

She grimaced. "Not this early in the morning there aren't."

Caroline rolled her eyes. "You're a Sheriff. I'm pretty sure there are a _ton _of things worse, like… murder and animal abuse and… whatever else you deal with." She waved a hand dismissively.

"Thankfully, we're not dealing with any of those this early in the morning. Or not yet, anyway." Her brows hiked. "I was thinking I'd drive you to school this morning."

She paused, frowning. "Oh… Um, are you sure?"

Truth be told, she didn't really like showing up to school in a car that read Sheriff on the side. It might as well say 'Buzzkill.' Plus, she and her mom rarely saw eye to eye and she just knew that in the short time it took to get to school, something would happen or someone would say something, and she really didn't want her mom ruining the afterglow of her kind of/sort of date with Stefan the night before. She was still on cloud nine from him holding her hand.

"Sure. We can talk some more about why you're so cheerful…" She grinned. "And my sources say it might have something to do with a handsome _boy_ you were seen at Mystic Grill with last night..."

Eyes wide, Caroline complained, "_Mom! _You said you weren't going to have me followed!" She pursed her lips. "This is abuse of your career!"

Scoffing, Liz rolled her eyes. "I did not have you _followed_. I sent one of the deputy's over to pick up dinner and he… _happened _to see you sitting with someone." She shrugged. "So?"

"So what?" She frowned, feigning confusion as she stared into her bowl and stabbed a piece of cantaloupe out.

"Who is he? How old is he? How'd you meet…?" She waved a hand.

"Did you want some bulletproof glass for this interrogation or maybe bring in one of your deputy's to play good cop."

Liz raised a brow, not amused.

"He's no one. He's a boy." She filled her mouth with fruit. "I don't want to talk about this with you."

"Caroline," Liz sighed, moving over to take a seat at the table across from her. "I know things have been a little difficult… I've been busy and with everything that happened with your dad and last year, Elena losing her parents, that's probably a lot of stress. You, your friends, it piles up… I just want you to know that you can talk to me."

"Yeah," she scoffed, standing from the table and making her way to the sink. "_Right_. Because there's so much time to do that." She pointed her fork at her. "Your uniform is wrinkled, by the way, so I know you're just getting home from work not just getting up to start your day like a _normal _parent." She plucked up her slice of toast from her plate as she walked back and shook her head.

"You're right. It was a long night and it'll probably be an even longer morning... But I'm _trying_, aren't I?"

Chewing her lip, Caroline plucked up her slice of toast from her plate as she walked by and shook her head. "Look, he… He's new and we just met and please, _please _don't make a big deal about this, okay?" She raised her eyebrows high, her expression near begging.

Liz half-smiled up at her and nodded. "Okay."

Turning on her heel to leave, Caroline only paused when her mother called out her name in a warning tone.

"If this new boy turns into a boy_friend _and it becomes serious, _then _we're talking."

"Fine," she sighed.

But as she walked away, taking the stairs quickly to the second floor, she couldn't help smiling. She thought having a nice, handsome boyfriend like Stefan might just be worth the awkward heart-to-heart with her mom.

…

Stefan was waiting for her by her locker.

He grinned when she approached, licking his lips as she smiled brightly at seeing him.

"Hey!" she greeted, her eyes wide and excited. "Long time no see," she said, trying to tamp down her enthusiastic smile.

He nodded and sidestepped so she could get to her locker. "So about this party tonight…"

"Yes!" She turned to look at him inquisitively. "Did you need a ride, or do you know where you're going, or…?"

"Actually, I was wondering if you wanted to go together." He shrugged. "I mean, we could still _meet _there if it's easier, but..."

She nodded, reaching up to tuck her hair behind ear. "Um, yeah, sure. I—I was planning on getting ready with Bonnie and Elena, so…" She pulled her books out of her locker and hugged them under one arm. "But we could definitely meet up and…" She shrugged. "Talk or I can show you the falls or… _whatever_."

"Sounds good."

"Okay, well… Give me your phone." She held a hand out expectantly. "I'll put my number in it and that way, when you get there, you can just call or text me and we can meet up," she explained.

He nodded, digging his phone out of his jeans pocket and handing it to her.

He laughed to himself as she not only added herself to his contacts, but took a picture of herself, big showy smile and everything, so it would flash whenever she called. Finally, she sent off a text to herself so she'd have his number before nodding as her purse buzzed with its arrival. "There."

"Thorough," he said, taking his phone back and tucking it away in his pocket.

She shrugged, smiling.

Crossing his arms loosely over his chest, he watched her a moment. "So, uh, what classes do you have this morning?"

Locker closed, she turned, nodding her head for him to walk with her. "Well, this morning I've got math." Her nose wrinkled. "Ick."

He chuckled.

"And then English and biology and…"

Stefan listened intently as they walked down the hall. Caroline made a lot of hand gestures and her face was always moving. She also talked quickly when she was excited or nervous and he could hear that her heartbeat was still a little faster than usual. Sometimes, she'd look at him from the corner of her eyes and see him staring, and her breath would hitch or her cheeks would flush.

"How about you?" she wondered, brows hiked curiously.

They'd slowed down, closer to her classroom now, wanting to prolong it. He listed off his course schedule and rubbed his hands together as they finally stopped outside the door. She moved out of the way for others to pass through inside, leaning against the wall as she looked up at him.

"So, have you made any friends yet?" she asked.

He shrugged. "Not really." He tipped his head and admitted. "I haven't been trying very hard though."

She nodded. "It's probably hard. I mean, you're new and it's a small town, so I guess, it can be kind of uncomfortable, everybody has all their cliques." She waved a hand. "But, I guess, if you're staying here, with your uncle, _permanently_, then you'll want to make friends…" She peered up at him curiously.

He wasn't sure what to say to that. Technically, he wasn't staying on a permanent basis. As soon as he figured out Elena, it made sense to leave. Staying was detrimental to the lives of those around him, Zach was right about that. But looking down at Caroline's pretty , hopeful face, he didn't want to say he could be leaving any day.

"I don't know… I guess we'll see."

She nodded, her eyes falling. "Well, _hey_…" She perked up. "You should try talking to Matt! He's super nice and friendly and…" She rolled her eyes. "Needs better friends than Tyler, so…"

He half-smiled. "I'll see what I can do."

"Cool." She shifted her feet. "Um, I should get to class, but… See you at lunch, maybe?"

He nodded.

Smiling up at him, she turned to walk into her classroom.

Spotting the time, he walked back toward his locker to get his own books.

When he got to History, he briefly noticed where Elena, Bonnie, and Matt were sitting. Making friends with Matt hadn't been in the plan, and he wasn't sure what the boy could really offer in the long run, but if things did change and he was going to stick around, maybe Matt Donovan wouldn't be the worse person to befriend.

He took a seat at his desk and unfolded his books.

Mr. Tanner started his lecture behind his desk, pencil stuck between his fingers. "The Battle of Willow Creek," he began, "took place right at the end of the war in our very own Mystic Falls…" He circled his desk, asking, "How many casualties resulted in this battle?" Licking his lips, he scanned the room and said abruptly, "Miss Bennett?"

She startled, drawn away from where she'd been doodling in her book, eyes wide as she met her teacher's probing stare. "Um…" Her brows hiked. "A lot?"

Matt laughed under his breath in the back.

"I'm not sure." She nodded, smiling uncomfortably. "Like a whole lot."

"Cute becomes dumb in an instant, Miss Bennett," he said rudely.

Bonnie's mouth folded in a frown and she dropped her eyes to her book.

"Mister Donovan?" he asked next.

Matt looked up, brows furrowed.

"Would you like to take this opportunity to overcome your embedded jock stereotype?" he wondered, fingers pressing against the top of his desk.

"It's ok, Mister Tanner, I'm cool with it."

The class laughed lightly.

Humming, unamused, Mr. Tanner looked for his next victim. "Elena? Surely you can enlighten us about one of the town's most significant historical events?" He waved a hand.

Mouth ajar, she shook her head. "I'm sorry, I— I don't know."

The teacher stared at her, his eyes wide and severe. "I was willing to be lenient last year for obvious reasons, Elena. But the personal excuses ended with summer break."

Her gaze dropped at his scathing tone.

Stefan frowned. It was one thing to teach and another to bully. "There were 346 casualties," he spoke up, drawing Tanner's eye. His own narrowed at the teacher, brow furrowed. "Unless you're counting local civilians."

"That's correct. Mister…?" He pointed at him, willing him to finish.

"Salvatore," Stefan answered.

"Salvatore." He waved his hand around, shifting his feet. "Any relation to the original settlers here at Mystic Falls?"

He paused for a moment, blinking a few times as he considered the answer. "Distant."

"Well, very good." Worked up, he waved his hands around as he started back behind his desk. "Except, of course, there _were_ no civilian casualties in this battle."

"Actually, there were, uh, twenty-seven, sir."

Tanner looked back at him, eyes wide, surprised that he dared to argue.

Stefan continued, "Confederate soldiers, they fired on the _church_, believing it to be housing weapons. They were _wrong_. It was a night of great loss."

Mr. Tanner swallowed tightly and looked away, embarrassed.

"The founder's archives are, uh, stored in civil hall if you'd like to brush up on your facts…" he finished, adding, "Mister Tanner."

"_Oh_…" the class tittered as his slight.

With a strained smile, the teacher glanced over the class, and played briefly with a book on his desk. "Hmm."

Stefan stared back at him, brow still knotted, but feeling better that maybe the man had learned something.

…

_Lunch? _

Caroline smiled down at the text she'd just received and bit her lip. _Love to_, she replied. _Meet me outside? By the picnic tables?_

She kept her phone in her hand as she put her books away in her locker and dug out her lunch. Her phone buzzed and she dropped her eyes toward the screen eagerly.

_See you there_.

Her chest swelled; two days into school and she already felt like things were going smoother than ever before. Sighing happily, she closed her locker and made her way toward the doors leading outside.

Stefan was already waiting, seated atop an otherwise empty picnic table.

"Hey," she said as she approached.

He looked over at her with a smile. "Hey."

"How was class?" she wondered, taking a seat on the bench, next to his feet.

"All right." He shrugged. "My History teacher is a bit…"

She looked up curiously, brows raised.

"He's an ass," he finally said, shrugging.

She laughed. "Lemme guess… Mister Tanner?"

He nodded. "That'd be the one."

"Yeah, he's…" Her nose wrinkled. "Well, an ass, like you said."

He grinned, resting his forearms on his knees. "How were your classes?"

"Eh." She shrugged. "I don't know. Fine, I guess." She dug out a sandwich and picked the crusts off, tossing them toward a bird in the grass nearby. "Sometimes I just get really tired of the school thing." She shook her head. "I mean, I know it's important and I put a lot of work into it, but things can get… Tedious sometimes."

He hummed, dropping his hands down to either side of him and pushing off until he was seated beside her. "Which is probably why this party is going to be good."

"Yes!" Her face lit up. "It'll be great. There'll be a bonfire and drinks and music…" She swayed a little, smiling nostalgically. "It's probably the best part about the first week back at school."

"Yeah? You don't like the homework?" he joked.

Her face screwed up and she shook her head.

He laughed under his breath. "What about extra-curriculars?"

"Oh!" Her eyes widened. "You're talking to the _queen_ of committee duty."

"Yeah?" He raised an eyebrow.

"Mm-hmm. If there's a committee in town and it needs a director?" She pointed a thumb at herself. "I can't help it. My mom says I'm a natural leader, but mostly I think I just like bossing people around… And also I'm a little bit neurotic when it comes to the details." She bit her lip. "And by a little, I probably mean a lot."

He smiled. "Well at least you're honest about it."

She shrugged. "Better to scare you away early, before I get too attached," she teased, but she thought her very genuine concern about that very thing might have shown anyway.

"I don't scare easy," he said, reaching over and plucking a piece of bread crust from her sandwich to throw to the waiting bird.

"Yeah…" She smiled at him. "I'm starting to see that."

…

The rest of his day seemed to go by quickly; Stefan didn't seen Caroline after lunch, but she did text him to say she was looking forward to seeing him at the party. He grinned to himself as he made his way home. He had some homework to do; at this point, it was a breeze, but that didn't mean he didn't have to spend some actual time reading and making sure everything was up to par for his teachers. When he was finished, he got ready.

Not for the first time, he questioned what he was doing. Getting involved with Caroline was only going to make things difficult. Eventually, he would have to leave and every minute he spent with her, that option seemed less and less possible. There was something about how excited she got, how enthusiastic and happy she was, while he could still see that things weren't all easy and put together in her world.

Juliette had been the perfect daughter; at least outside of sneaking away to meet him and planning to elope long before her father wanted her to marry. But she'd been genuine and warm and loving; she would have gone out of her way to do anything for anyone. Like befriending Katherine simply at her father's behest. Katherine, who, Stefan was almost certain, killed Juliette all those years ago, just to have him to herself.

He shook the memory off as he felt his mood darken considerably. As much as he remember Juliette fondly, thinking about her always reminded him of what he lost and the blame and guilt that went along with it.

Taking a deep breath, more for show than anything, he focused on the night ahead. Caroline was alive. She was bubbly and sweet and she made him feel things he hadn't in years. Even if he'd regret it later, he had to know her now.

…

The noise of the party was loud; if he focused hard enough, Stefan could drown out the music and chatter with the collection of heartbeats around him. There were a few fires going, each surrounded by people, a few loners, some paired off in couples, others in groups of friends. He scanned the area, looking for pale blonde hair, before finally turning his head down and opening his ears. He listened for her now familiar voice, disregarding the others. Instead of finding Caroline, he overheard Bonnie and Elena, a crackling fire in the background.

"Just admit it, Elena."

"No way, you heard Caroline… It'd be against girl code or something."

"Nothing in girl code says you can't _appreciate _a good looking guy. _So_…?"

She half-scoffed, half-laughed. "Oh, okay, so he's a _little_ pretty."

"He has that romance novel stare."

"_Stefan looked deep into her eyes, piercing her very soul,_" Elena mocked in a deep, dramatic voice.

Amused, Stefan smiled to himself. Instead of keeping up the search, he dug his phone out of his pocket and typed out a text.

It was less than a minute later, that he heard, "Stefan!"

He turned his head to see her walking down from a gazebo. "Hey!" she greeted, smiling. "You made it!"

"You didn't think I'd stand you up, did you?" he wondered, tipping his head.

She bit her lip, shrugging her shoulders. "I don't know… _Can _you stand me up?" Her eyes narrowed.

"Are you asking me if this is a date?" He pursed his lips to keep from smiling.

She hummed, turning her eyes away. "No."

"No it's not a date or no you're not asking?"

"I'm not asking." She reached for him and tugged on his arm. "Come on, let's get a drink."

He followed, turning his head to look at her. "I hope for our first date, there's not quite as many people," he told her.

She looked up at him, her brows hiked, eyes a little wide. "Yeah?"

He nodded.

"I think we can find somewhere a little less crowded next time," she agreed.

They picked up something to drink at one of the coolers before making their way over to a fire, finding a seat on a log.

Across from them, a couple was making out, hands wandering under clothes and very loudly kissing.

"They must not mind the crowd," she said, turning to look at him.

He laughed under his breath. "You think it's their first date?"

"Mmm." She glanced back at them, eyebrow raised. "I'm thinking more… drunk hook-up they'll both either forget or regret."

Stefan shook his head. "No, I think you're wrong on this one…" He nodded when she looked up at him. "I think we're witnessing true love here."

"Yeah?" she chuckled. "And what tells you that?"

"They're passionate." He shrugged.

"There's more to love than just passion," she argued, brows hiked. "And besides, it might start out that way… But who knows, in a year or two, the passion fades and they're just two people, who made out by a fire, gave it a good shot, and didn't work out."

He watched her thoughtfully. "I'm waiting for you to add the part where he says he's gay and runs off with another man."

She frowned, blowing out a sigh. "That obvious, huh?"

"I don't know. I think you might be more romantic than that." He frowned. "What happened with your parents, that…"

"Really sucked?" she finished for him.

He half-smiled. "Yeah." He nodded. "But that doesn't mean it's your destiny."

"So you're saying there's no chance you're gay or curious or might have a phase later in life?" she wondered, peering up at him, eyebrows raised.

He laughed. "No. I can comfortably say that won't happen."

"Okay." She sighed. "I'll just have to take your word."

"We haven't even had our first date and you're already planning for the event that I'm gay," he reminded, lips twitching with amusement.

"I already mentioned I'm neurotic," she defended herself, bumping his shoulder with hers.

"You did," he agreed.

Suddenly, they were distracted, as the couple in front of them slipped off the log and landed funny, crying out in discomfort before deciding to ignore it and instead continue kissing each other.

"To true love," Caroline said, reaching over to tap his bottle of beer with her own.

He smiled at her softly as he took a drag of his drink, watching as she did the same.

"Hey guys," they heard then, drawing their attention.

Stefan looked up to see Elena standing a few feet away.

"Um, you guys haven't seen Bonnie, have you?" she wondered, brow furrowed.

Caroline shook her head. "Nope." She twisted in her seat. "Why? Did something happen?"

"No, it's just… It was weird. We were talking and joking about psychic visions and… I don't know. She touched my hand and…" She waved dismissively, rolling her eyes. "She was just upset about something and needed a breather, but… I was worried, so…"

"Oh. Well, do you want us to help you look for her?" Caroline offered.

"No, no, it's fine. I—"

"We'll help," Stefan assured, standing from the log and offering Caroline a hand up.

She put her beer down on the ground, leaving it there before she wiped her hands on her jeans and shrugged. "So, where've you looked so far?"

"Kind of all over. I mean, she just disappeared into the crowd. I've asked a few people if they've seen her, but…"

"We can split up, cover more ground," Caroline said, nodding. She turned back to him. "Meet back here in twenty, if we don't find her?"

"Sure."

"'Kay." She smiled at him before turning on her heel to walk off, searching faces for her friend.

Stefan watched her go for a moment before looking back at Elena.

"So, you're here," she said, smiling up at him, shifting her feet.

"Yeah." He nodded. "Well, Caroline invited me and she seemed pretty excited about it, so…"

They started walking and he kept his eye out for Bonnie. He spotted Tyler sneaking off with Vicki in the distance, hands knotted together as they slipped away from one of the gazebos, where a jealous Jeremy Gilbert sat, watching them go, beer in hand.

"She is," Elena said, grabbing his attention again. "She loves these kinds of things." She shrugged. "Caroline's social; even if she's not planning the event, _which_, she usually is, she still loves to be involved."

"It's good." He half-smiled. "Gets me out of my shell."

Elena nodded, tucking her thumbs in the loops of her jeans. "You know, you're kind of the talk of the town."

Hands tucked in the pockets of his jeans, he raised his eyebrows. "Am I?"

"Mm-Hmm. Mysterious new guy, oh, yeah."

He laughed under his breath. "It's probably the jacket."

Her brows furrowed. "The jacket?"

"I usually wear my leather one." He shrugged one shoulder. "Caroline says it's half mysterious, half bad-boy."

"Ahh." She nodded, amused. "I guess fashion does play a part."

"Might have to take some tips from her on how to change my wardrobe… She thinks I should make friends. I don't know if mysterious works as great when it comes to that."

"No," she laughed. "I don't think it's a great selling point to the guys around here." Her eyebrows hiked. "_Especially _if you've got all the girls panting after you."

"_Panting_ after me," he repeated, lips twitching. He scoffed lightly, shaking his head.

"I'm just pointing out facts," she argued lightly, holding up her hands, stifling a smile.

"So I'm the talk of the town because I'm mysterious, and in being so, I'm attracting female attention…"

"Pretty much."

"And only two days into the school year, too."

She chuckled, ducking her head and reaching up to tuck her long hair behind her ear. "So how are you liking it, anyway?"

"School or Mystic Falls?"

She shrugged. "I don't know. All of it, I guess."

He nodded, lips folded thoughtfully. "Mystic Falls is all right. Not too different from any other small town I've been to…" He cast his gaze around. "A lot of history though."

She hummed.

"And school's going okay. Aside from a few jerk teachers who shall remain nameless."

She laughed, brows flashing. "Yeah," she said. "I think I know who you mean."

He nodded. "So what about you?"

She looked over at him curiously.

"You've got a bit of a mysterious thing going, too… Twinged in sadness."

Her brows furrowed. "Oh, uh…" She frowned. "It—It's not exactly party chit-chat."

He held up his hands. "No prying. It's fine."

"No, it's…" She shook her head. "Last spring… My parents' car drove off of a bridge into the lake. And… I was in the backseat and I survived, but…" Her eyes were cast down as she shrugged. "They didn't." She nodded, lips folded. "So that's my story."

While he already knew this, hearing it from her still caused a pang of sympathy. His own history with his dad was far more gruesome, but that didn't change how he felt about him. He could at least relate to loving his parents.

He nodded at her and said, "I'm sorry for your loss."

She smiled up at him sadly. "Thanks."

He turned his head, grimacing to himself, when he heard Elena's heart stutter. He sincerely hoped that didn't mean what he thought it did.

[**Next**: Chapter Four.]

**Author's Note**:

_Thank you everybody for all of your wonderful feedback! It was great to hear what you guys thought about a Daroline friendship, or one-sided feelings, as well as who does and doesn't like Delena. I'd love to hear about you guys think about Elena still showing an attraction, maybe even something more, to Stefan, despite knowing that Caroline and he are getting closer. Recognize that this is by no means my way of trying to paint her in a bad light, but I do think that, regardless of whether Stefan was trying, there would still be at least some attraction on Elena's part initially. So please, feel encouraged to leave a review, tell me what you like, what you're looking forward to, etc. _

_Thanks for reading and reviewing!_

**Lee | Fina**


	5. Chapter Four

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season. A lot of this is rewritten directly from the show, at least in terms of characters that wouldn't really be affected by Stefan/Caroline but are still essential to the main plot.  
**Word** **Count**: 4,922  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It)_**  
-Novel-

**Four.**

In the forest not far off, Vicki and Tyler were making out up against a tree. As Tyler kissed down her neck, his hands slid under her top and tugged at her jeans. "No, Ty," she laughed. "I'm not having sex against a tree!"

"Oh, come on, it would be hot," he argued, barely moving his mouth from her skin.

"For who?" she said, incredulous but amused. "No, it's not going to happen."

Tyler ignored her, his hands still tugging at her jeans impatiently.

"It's not going to happen, not here, not like this."

Vicki started getting angry and a little panicked when he continued to ignore her. "_No_. I said no. I said no!" When he kept pushing against her, the bark scraped against her skin and her voice wavered as she complained, "Ow, that hurts!"

"Hey, leave her alone!" Jeremy could be heard intervening in the same moment Vicki was able to shove Tyler away from her.

He stumbled back a few steps and turned to glare, walking confrontationally in Jeremy's direction. "You know, you're starting to get on my nerves, Gilbert."

Vicki reached out and shoved him in the shoulder. "Just go, Tyler! Get the hell away from me." She crossed her arms over her chest defensively, Jeremy at her back.

"Wow," Tyler said snidely. "Vicki Donovan says no. That's a first."

Hurt, she watched him walk away from her. She turned back to Jeremy. "I didn't need your help."

"Seems like you did."

"He was just drunk," she defended.

"_I'm_ drunk," he argued. "Am I throwing myself at you?"

"No, you're worse. You want to _talk_ to me, get to _know_ me, see into my _soul_—"

Jeremy swallowed tightly and looked away briefly, his lips pursed.

"—and screw and screw and screw until you're done with me."

He took a step toward her, searching her face. "Is that what you think?

Tears shimmered in her eyes as she nodded despondently. "That's what I _know_." With one last glare, she turned on her heel and walked away.

Hurt, Jeremy watched her leave, letting out a heavy sigh, his shoulders slumping with defeat.

…

Stefan dug out his phone and checked the time. "We should probably meet back up with Caroline," he told her, frowning. "Sorry we didn't find Bonnie; she seems like a good friend."

"Best friend in the world," Elena agreed. "But yeah, we should probably start walking back…" She looked around, noting the old bridge they were crossing, the noise of the party distant. "I think we kind of walked off the beaten path here."

"You said she seemed upset, I thought she might want to get away from the crowd." He shrugged. "No luck."

"Maybe Caroline found her and just hasn't had a chance to text." She hugged her arms over her waist as they walked. "So, you and Caroline have been hanging out a lot..."

"We met the first day of school… She literally ran into me."

"Seems to be a trend with you," she teased lightheartedly.

He laughed under his breath and ducked his head.

"She really likes you," Elena said gently.

He nodded, replying, "I really like her too."

She looked as if she was going to say more but then stopped herself.

Turning her head away, she reached out and trailed a hand over the wood beams, feeling the dents and random carvings with her fingers, when suddenly she stopped, let out a muffle noised and brought her hand up to see. "Okay, ouch." She shook her head, peering down at her hand.

Stefan paused, turning his head to her curiously. "Sliver?" he asked, brows hiked.

"More like small tree branch," she muttered under her breath.

"Lemme see," he offered, reaching for her hand.

"No, it's fine, I…" She took her hand band. "It might bleed and I know you're—" She inhaled sharply through her teeth as she dug out the piece of wood that had gotten stuck under her skin. "There," he sighed. "It's just a little blood, but I got it. Do you think you'll—"

When she turned back around, he was gone.

She rolled her eyes. "Disappear on me again like some weirdo."

…

In the forest, Vicki walked alone, despondent. Fog began creeping in along the ground behind her.

As she heard a creaking noise, she paused and turned around, searching. "Jeremy?" she called out.

She received no reply and the fog thickened, rolling ever closer.

"Is that you?"

The fog stopped at her feet and began to rise.

She looked around at it before turning and beginning to walk again.

A man appeared behind her, but when she turned, he'd disappeared.

"Jeremy?" she asked again, her body tensed as fear crept into her face.

Behind her, the man appeared against, clouded in fog.

Vicki turned to keep moving but her eyes widened and she gave a scream as he attacked.

…

Stefan stepped out of the woods, brushing his hands on his jeans. He saw Elena in the distance, talking with Matt over a misunderstanding about where her affections laid. Stefan recognized that it was possible Elena might see something in him that wasn't there. More than once he'd heard her heartbeat spike or her breath hitch when she was around him. But he'd been trying to send out friendly vibes and he hoped she knew that.

"Hey," he heard.

Turning, he spotted Caroline and smiled. "Hey."

She walked down the stairs of the gazebo toward him. "My phone died." She rolled her eyes. "I found Bonnie a while ago and we texted Elena's phone because she didn't have your number and I couldn't remember it but I think her phone was off and just…" She let out a sigh and waved her hands. "Anyway, she's fine; she was actually looking for Elena too."

"Good." He nodded, moving to meet her.

"So…" She glanced away. "You and Elena looked together."

"Yeah…" He shrugged. "She was probably worried I'd get lost."

"Right." She closed her eyes, wincing. "Because I completely forgot that sending you off in a party with strangers, _in _a strange place was kind of dumb."

"It's fine," he assured, reaching for her hand and squeezing gently. "I'm glad you found Bonnie." He glanced over her shoulder. "Is our log at the bonfire taken?"

She laughed under her breath. "Well, I think those star-crossed lovers of before finally wandered off somewhere to _prove their love_." She flashed her eyebrows comically. "So we can go see…" She turned to the side, keeping her hand in his and gave it a tug as she started walking.

As they walked around the gazebo, Caroline spotted Jeremy tripping over a collection of beer bottles and frowned. "That's not good."

"Hmm?" Stefan followed her gaze.

"Jeremy," she told him. "Elena's little brother."

"The drunk one?"

She nodded. "Yeah, he… hasn't been taking things well." She bit her lip. "Maybe we should tell Elena. She's been super worried about him."

He pointed to their right. "Looks like she's already spotted him."

"Jeremy!" Elena shouted, following after her brother, who'd disappeared into the woods. "_Jeremy!_"

"Oh…" She winced. "Should we help?" Her brows knotted.

"I think this might be a family thing."

"Okay…" She offered a smile. "To the bonfire then, sir."

He grinned down at her. "As you wish, milady."

…

In the woods, Jeremy was stumbling his way over rocks and fallen trees, his arms swinging sluggishly at his sides. He could hear his sister's angry and impatient voice calling his name behind him but he kept going.

"Jeremy, where the hell are you going?" Elena asked, managing to catch up some, tripping a little over a branch.

"I don't want to hear it," he said over his shoulder.

"Yeah, well, too bad!"

Not seeing where he was headed, he tripped, landing hard on top of… He stared down, finding a body beneath him, blood still wet at her throat. Her eyes were closed and she was disturbingly still.

"Vicki?" he breathed, pushing himself up on his arms. "_No_…" He looked back at Elena frantically. "Oh, my God, it's Vicki!"

Mouth wide, Elena's feet shifted in shock and she ran a hand back through her hair. "Oh, my God," she breathed.

Jeremy crawled up her body. "No." He reached for her throat to check for a pulse when she suddenly startled, her eyes wide, and sucked in a desperate breath.

…

"I never got to ask you what _your _favorite color is," Stefan said, turning to the girl at his side.

"Um…" Her eyes turned up. "Pink, and I'm not afraid to own that."

He smiled. "Pink works. It's… bubbly, soft…" He nodded.

"Super feminine and girly," she said, shrugging. "I know. It's probably cliché too, but…"

"Maybe. But I think it fits you."

"Yeah?" she asked, smiling up at him, her face a little flushed from the fire.

"Yeah," he agreed, reaching up to touch her cheek with his knuckle.

He could feel her breath skitter over the back of his hand in a wistful sigh.

The fire let shadows dance over the plains of her face.

Suddenly, Elena and Jeremy came rushing out of the woods, with Vicki cradled in Jeremy's arms.

"Somebody help!" Elena screamed.

"Vicki!" Matt rushed out of one of the gazebos and ran toward them. "Vicki, what the hell!?"

Jeremy laid her carefully down on top of a picnic table.

"What happened to her?" Tyler asked, appearing next to them.

"Somebody, call an ambulance!" Matt shouted.

"Everybody back up, give her some space!" Tyler pushed the crowd of people away, leaving just Jeremy, Matt, and Elena around her.

"It's her neck," Elena announced. "Something bit her. She's losing a lot of blood. It's bad!"

In the distance, Stefan and Caroline stood from the log they'd been perched on beside the fire.

"Put this on her neck."

"Vicki," Matt pleaded. "Vicki, come on, open your eyes, look at me."

"Oh no," Caroline murmured under her breath.

"I—I have to go," Stefan said suddenly, taking a step back from her.

"What?" She turned to look at him in confusion.

"I'm sorry. I…" He backed up, glancing once back to where Vicki was surrounded by worried friends and family.

Matt Donovan stared at him through the fire, brows furrowed, and finally Stefan managed to break away, disappearing through the crowd.

Matt stared after him, suspicious, before returning his attention to his sister.

…

Stefan raced across the front lawn of the boarding house and hurried inside.

Zach was sitting at a desk, his head bowed. When he saw Stefan's expression, he raised his chin. "What's going on?"

"Someone else was attacked tonight, Zach, and it wasn't me." He turned and rushed up the stairs, leaving Zach to stare after him, shoulders slumped.

As Stefan walked into his bedroom, he made it halfway across the room before an eerie feeling ran over him. Brows furrowed, he turned his head to see that his balcony doors were open. A black crow cawed at him before flying inside and passing him by. He watched it land on an exposed wood ceiling beam, eyes wide.

Jaw ticking as understanding dawned, he pursed his lips.

A man stood, shadowed on the balcony.

He turned around, staring at the man, his lips parting. "Damon," he said.

Smirking, the dark, handsome stranger, replied, "Hello, brother."

After he stepped inside, the crow moved to perch on the balcony ledge outside, giving another caw.

Hands tucked in his pockets, Stefan glared at his brother. "Crow's a bitch _much_, don't you think?"

His brows flashed as he turned his attention to the books nearby on a table. "Wait till you see what I can do with the fog," he said dismissively.

Stefan frowned. "When'd you get here?"

Damon began walking around the room, replying mockingly, "Well, I couldn't miss your first day at school." He stopped at one of the black book cases, his hand gripping the top as he leaned down, looking over book spines. "Your hair's different," he said, glancing back at him. "I like it."

"It's been fifteen _years_, Damon," he reminded, shifting his feet.

He tossed his head back. "Thank God. I couldn't take another day of the nineties…That horrible grunge look?" He laughed under his breath, walking to the other side of the room, smirking. "Did _not_ suit you."

He watched him go, still glaring.

"Remember, Stefan, it's important to stay away from fads."

"Why are you here?" he demanded.

Damon stopped at another shelf and turned to look at him over his shoulder, his eyes wide. With a grin, he said, "I miss my little brother."

"You hate small towns. It's boring," he argued. "There's nothing for you to do."

He played with a book and kept moving. "I've managed to keep myself busy."

"You know, you left that girl alive tonight," he shared, pursing his lips. "Hmm. That's very clumsy of you."

He clenched his teeth and turned back to him. "Ahh…" He winced mockingly. "That could be a problem…" He smiled, flashed his eyes, and shrugged. "For you."

Eyes narrowed, Stefan shook his head. "Why are you here now?"

"I could ask _you _the same question. However, I've narrowed it down to two options…" He started toward him. "See, I was going to go the obvious route and point out that the Gilbert girl bears a _striking_ resemblance to someone from ye olde past…" He shook his head. "But I think the more telling reason for you sticking around is a _little_ more blonde and bubbly…" His eyes widened as his smirk darkened. "Caroline."

…

Back at the party, Elena stared out at the parking lot, filled with an ambulance, animal control, and a number of police cruisers. Matt stood watching as his sister was loaded into the ambulance on a gurney.

"Hey," Bonnie said, drawing her attention. We're gonna go mainline coffee, wait for news."

Elena nodded. "I gotta take Jeremy home."

"Elena…" She shook her head slowly. "There's no way I'm psychic. I know that…" She tipped her head, her expression earnest. "But whatever I saw, or I _think_ I saw, I have this feeling…"

She shook her head worriedly. "Bonnie, what?"

She paused before finally saying, "That it's just the beginning."

They shared a severe look as Elena turned her eyes away and sighed.

…

Damon continued walking around the room while Stefan stood in the center, watching him suspiciously.

"You know, I wasn't sure at first, who you would go for… I mean, she took my breath away… _Elena_. She's a dead ringer for Katherine." He tipped his head, looking at him, brows hiked.

Stefan took a few steps toward him, brow knotted.

"But _Caroline_…" He blew out a breath, smirking. "Wow." His brows flashed. "I think she might even be prettier than the original."

His jaw ticked.

"Don't take it personally… Juliette was beautiful in that sweet, virginal, innocent kind of way…" He grinned.

Stefan's hands balled into fists. "Don't."

"You were so lovesick over her, do you remember?" He laughed to himself. "God, the way you'd carry on… How you'd sneak off into the woods to meet." He tisked, shaking his head. "Very naughty, Stefan. Corrupting the Sheriff's daughter like that."

"Damon," he said, his voice shaking with barely restrained control.

"And now it's like time's repeating itself. We've got a Katherine look-a-like and a beautiful, supple little blonde Forbes already falling at your feet…" He nodded before mock wincing. "Let's hope we don't find this one with her throat torn out in the middle of the woods, right?"

"_Stop!_" he ordered.

"Is it working for you, Stefan?" he wondered, ignoring him. "Do you see pretty little Juliette when you're around her?"

"They're not the same person," he said, shaking his head. "Neither of them are. Elena is _not_ Katherine."

"Well, let's hope not. We both know how _that_ ended…" He rolled his eyes.

He stared at him, refusing to reply.

"Tell me something," Damon said as he stepped in front of him. "When's the last time you had something stronger than a _squirrel_?_"_

He laughed dismissively and turned away. "I know what you're doing, Damon." He shook his head. "It's not gonna work."

"Yeah? Come on." He shoved at his shoulder. "Don't you crave a little?" he said, eyes flashing. He pushed him again.

"Stop it," Stefan told him.

He hit him in his shoulder.

"Let's do it. _Together_."

Stefan stared at him, confused by his insistence.

"I saw a couple girls out there." He slapped Stefan in the side of the head to get him angry. "Or just, let's just cut to the chase!" He slapped his again. "Let's just go straight to Caroline!"

Stefan snapped and shoved him back, pushing against his chest. "_Stop it!_"

"You never got to taste little Juliette, but what if generation after generation, she tastes _just _like her!" Damon snarled. "Imagine what her blood tastes like!"

Stefan turned his head away, veins violently appearing beneath his eyes as he panted, teeth bared.

"I can," Damon said.

Blood infused his eyes until they were nearly black as Stefan yelled, "I said _stop!_" With a growl, he leapt at his brother, grabbing him around the waist and hitting him with such force that they were both thrown out of the room, through the glass balcony door and out over the side, to land on the pavement below.

Surrounded by shattered glass, Stefan gave a grunt as he pushed himself up, bringing his knees underneath him. In looking around him, he found Damon wasn't on the ground; he stared up at the balcony.

"I was impressed," Damon's voice called and Stefan turned to find leaning back against a wall of shrubs, perfectly fine. "I give it a six," he said, raising an eyebrow, one eye closed.

Stefan stared, panting.

"Missing style, but I was pleasantly surprised."

Stefan nodded, already tired of him, still a little out of breath.

"Very good with the whole face—" He mocked his snarling expression with his hand turned into a claw and a growling noise, "—thing." He grinned, laughing. "It was good."

"You know, it's all fun and games, Damon, huh?" He walked toward him. "But wherever you go, people _die_."

His expression folded up, brows furrowed, as he gave a faint, dismissive shrug. "That's a given."

"Not here," Stefan told him. He shook his head. "I won't allow it."

Damon tipped his head, lips curled. "I take that as an invitation."

"Damon, please," Stefan asked emotionally. "After all these years, can't we just give it a_ rest?_"

"I promised you an eternity of misery," he reminded, pushing up to walk towards him. "So I'm just keeping my word."

"Just not with Caroline. You don't go _near _her, Damon. Do you understand?" He was met with only amusement. "_Or _Elena… At least until I find out what's going on."

Ignoring him, Damon only peered down and affected concern. "Where's your _ring?_" he wondered.

Stefan looked down, checking his hand to find his ring was missing. He rubbed his thumb and index finger over his empty middle digit, grinding his teeth.

"Oh…" Damon inhaled through his teeth, flashing his eyes wide. "Sun's coming up in a couple of hours, and…" He waved his hands slightly, hiking his brows. "_Poof_, ashes to ashes."

Stefan swallowed, dropping his eyes.

Damon laughed. "Relax." He walked toward him and produced the ring in the palm of his hand. "It's right here."

Stefan stared at him a moment, uncertain, and then very carefully reached out to take it from his palm, sliding it back onto his finger.

In a split-second, Damon's face changed, fangs elongating, blue eyes ringed with red, and veins spidering down from them. He reached out and gripped Stefan by his throat, squeezing. He threw Stefan away, where he slammed into the garage, ricocheted off and landed on the ground, rolling to his back.

Damon stood over him. "You should know better than to think you're stronger than me... You lost that fight when you stopped feeding on people."

Stefan stared up at him, panting. He swallowed thickly.

"I wouldn't try it again," he warned.

Stefan closed his eyes, breathing through the pain.

A noise could be heard behind them, locks being pushed in to place.

Damon cast his eyes around as he listened. He smirked. "I think we woke Zach up." He started back toward the house, leaving Stefan on the ground. "Sorry, Zach," he called out, whistling pleasantly.

Stefan turned his head to watch him leave, brow knotted. He closed his eyes and sighed.

This was not going to turn out good.

…

Standing in a gazebo, watching the party disperse and the red and blue flashing lights of the cop cars, Jeremy stood drinking a beer.

Elena walked over to him, reaching out to rub his shoulder sympathetically. "You okay?" she asked gently.

Jeremy shrugged her off. She let him and pulled her hands back.

"I called Jenna; she's on her way."

He watched for a moment before looking away and raising his bottle.

"Those people in uniforms," she said, humor tingeing her tone, "Last time I checked, they're the police."

Ignoring her warning, he rolled his eyes and tipped his beer back and finished it before tossing the empty bottle aimlessly behind him.

Her amusement fled. "People are going to stop giving you breaks, Jer." She stared up at him sadly. "They just don't care anymore."

He glanced at her briefly.

She shook her head. "They don't remember that our parents are dead, because they've got their own lives to deal with…" She shrugged, dropping her eyes. "The rest of the world has moved on." She looked up at him encouragingly. "You should try, too."

"I've seen you in the cemetery writing in your diary. Is that— Is that supposed to be you moving on?" His brows furrowed.

She frowned, shaking her head slightly, dropping her chin. "Mom and Dad wouldn't have wanted this."

His lips pressed together tightly as he blinked and looked away.

…

Caroline cradled the phone on her shoulder as she stood in her kitchen making herself a late-night snack. Which, after the night she had, wasn't exactly healthy. Instead, she was having ice cream, with whipped cream and some sprinkles she managed to find in the cupboard. She licked her finger clean after dabbing it in the swirl of whipped cream.

"So he just left?" Bonnie asked.

She shrugged, taking her bowl with her and moving toward the living room. "I don't know. I… I mean, Elena said he got freaked out last time, when she cut her leg. Maybe… Maybe it was just the blood, right?" she said hopefully.

"Yeah, sure," Bonnie agreed encouragingly. "Lots of people get freaked out by blood."

Caroline nodded, taking a seat on her couch and folding her legs underneath her. "Right, because… I mean, I think we were really connecting and we were having this moment, you know?" She smiled dreamily. "There was the fire and we touched my cheek and I just—I thought he might kiss me. But the, well, Vicki happened and everything just got really chaotic and…" She shook her head and blew out a sigh. "Listen to me, I'm being so selfish. Have you heard anything about what's happening with Vicki?"

"No, not yet. I don't want to text Matt because I'm sure he's really worried and Elena's with Jeremy, so she won't know anything..."

"Maybe Tyler," Caroline suggested.

"Yeah, I might text him if I don't hear anything."

She hummed agreeably, digging her spoon into her bowl. "Hey, Bonnie, can I ask you something?"

"Sure."

"Just…" She frowned, biting her lip. "Things with Stefan are kind of… I—I think they're going somewhere but I don't want to get my hopes up because…" Her brows hiked. "Because I don't know, just… The guys that I want, they don't usually want me, you know?"

Bonnie was quiet for a moment.

"I—I mean, I get it, you know? I—I'm inappropriate. I _always_ say the wrong thing. And... Elena always says the _right_ thing. She doesn't even _try!_" She laughed, emotionally. "And I don't… Ugh, it's just… We were looking for you and they walked off together and I just suddenly thought…" She swallowed tightly. "He's gonna fall for her." She closed her eyes and shook her head, her chin falling to her chest. "And I can't get over that, you know?" She waved her hand around, spoon clutched in her fingers. "I keep think this is the moment when he sees Elena and he has this big _epiphany_, right? And suddenly I'm just…" She sighed. "He'll _pick_ her, 'cause she's always the one that everyone picks, for _everything_…" Her lips trembled. "And I try so hard, and… I'm never the one."

"It's not a competition, Caroline," she said soothingly.

"I know." She squeezed her eyes shut. "I know it's not. Elena, she doesn't do it on purpose, and I get that. I just… I _really _like him, Bonnie. I really like Stefan."

"Listen…" she sighed. "If it _was _a competition, and it's _not_…"

Caroline opened her eyes to stare down at her ice cream bowl.

"You'd be winning this one."

"You think?" she asked skeptically.

"Caroline… Yesterday at the Grill, today at the party, it's hard to miss the vibes he's sending at you… Or the way he looks at you."

"Yeah?" Her voice was hopeful and a smile started to bloom.

"Definitely."

Caroline bit her lip. Maybe there was hope yet.

…

At the hospital, Matt sat in a chair next to his sister's hospital bed, his hands clasped together, his shoulders hunched.

Vicki had tubes running all up her arms; she was dressed in a blue and white hospital gown and her skin was pale and grey, a white bandage wrapped at her throat.

Slowly, her eyes began to open.

"Vicki…" Matt perked up and smiled tiredly. "Hey." He leaned toward her, his eyes wet with a film of tears. She turned to look at him and he reassured, "Hey, it's okay. You're gonna be okay."

Her lips trembled and she reached for him, his hands on her arm. "Matt—"

He hushed her. "Hey, don't try to talk, okay?" His brows furrowed as he shook his head. "You're fine.

She swallowed tightly before managing to say through clenched teeth, "Vampire." She nodded at him.

Eyes narrowed, Matt stared back at her, his gaze wandering briefly as he considered what she'd said. Slowly, his brows rose.

…

Stefan sat at the corner of his bed, his old journal open, the picture of Juliette staring up at him. He closed the cover and tied it.

_I had a plan._

He stood and crossed his room slowly to place it on top of a table.

_I wanted to change who I was; create a life as someone new, someone without the past._

He turned to leave his room.

_Without the pain. Someone alive._

He closed the door behind him.

_But it's not that easy. The bad things stay with you._

_They follow you._

_You can't escape them, as much as you want to._

_All I can do is be ready and look for what good I do have. Because I'll need it. _

_I know I will._

…

Caroline looked up as she heard the doorbell.

She climbed off the couch, her bowl of half-melted ice cream discarded on the table. Brows furrowed, she walked into the hallway and started for the door. When she spotted the familiar face on the other side, she tipped her head. Reaching for the handle, she pulled it open and leaned against the door jamb.

"Stefan, hey…"

"Hi." He licked his lips and looked away. "I'm sorry. I know it's late and I just… ran out on you earlier."

"Yeah, that was…" She frowned. "Weird."

He laughed slightly. "It was, and I'm sorry."

"It's fine. I…" She tipped her head, eyebrow raised. "Was it the blood?"

He stared at her a long moment. "Partly, yes."

She nodded. "Okay, well…" She shrugged. "I mean, it's good to know your fears, right? You can't be perfect." She smiled up at him.

"I guess this ruins my bad-boy reputation, huh?"

She chuckled. "Little bit."

He bit his lip. "What about the mysterious thing?"

She stared up at him. "I'm still hoping we can work on that… together."

He nodded. "I'd like that."

She pushed her door open wider and shrugged her shoulder. "We can hang out now, if you want. I'm gonna be up for a while anyway. Bonnie's texting to let me know everything on Vicki."

As she started walking back toward her living room, Stefan stayed by the door.

"You're a little late to the ice cream party, but I might still have enough sprinkles and whipped cream to make you some, if you're nice…" She looked back at him. "Well?" She grinned. "Come in already. You're letting in a draft."

"Which isn't good if we're eating ice cream," he said, amused.

"Exactly." She laughed softly. "That's what the extra blanket's for."

He paused at the threshold of the door, watching her stand in the middle of her hall, smiling sweetly at him. Finally, he stepped inside with a matching smile.

…

Across town, Damon Salvatore stood in Mystic Grill, flashing a smile at the pretty girls who looked over at him curiously. It was going to be a very busy night for him.

[**Next**: Chapter Five.]


	6. Chapter Five

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season. A lot of this is rewritten directly from the show, at least in terms of characters that wouldn't really be affected by Stefan/Caroline but are still essential to the main plot.  
**Word** **Count**: 4,284  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It)_**  
-Novel-

**Five.**

"So I'm not going to be escorted off the property at the end of a rifle any time soon, am I?" Stefan wondered, taking a seat on her couch.

Caroline laughed under her breath and shook her head. "I think you've been watching too many movies…" She shook her head. "My mom _is _the sheriff, and she does own a pretty impressive supply of rifles," she admitted, "but, with everything that happened at the falls, I don't think she'll be home any time soon." She shrugged, her eyes darting away. "And even if it didn't, let's just say Sheriff Forbes doesn't exactly have set hours she works…"

Stefan offered an understanding frown. "She works late a lot."

"It's pretty much all she does." She couldn't help the note of bitterness in her voice and winced. "Sorry. This night's problem been dramatic enough." Her eyes widened, brows hiked. "You don't need me and my only child/single mother issues piled on top too."

He shook his head. "No, we can talk about it. If it's bugging you…" He stared at her imploringly. "And I think it is."

"It's dumb, it's just…" She rolled her eyes. "I'm almost seventeen. I don't need her to be holding my hand when I walk to school or making my lunch, I just…" She sighed. "I don't know. I guess I just thought she'd still... _be _there… you know?"

He nodded, leaning forward to rest his elbows on his knee. "Yeah, I get it."

She chewed her lip. "What about your parents? What were they like?"

"Uh, my mom…" His brows furrowed. "She was very kind, soft, gentle-hearted… She and my brother were close." He blew out a breath and sat up. "My dad was… stricter." He nodded. "He was very headstrong and… If he believed something, nothing could change his mind." His eyes turned off in thought. "So, yeah…" He looked back at her, expression strained.

Caroline half-smiled at him. "So childhood was… kind of strict then?"

"It could be. My father was very smart; he spoke Latin and Italian fluently. He admired book smarts and he had a level of standard he expected his children to meet…" A knot formed between his brows. "Which I usually did."

"And when you didn't…?" she wondered softly.

"It only happened once, shortly before he died, and I never had a chance to make it up to him…" he answered vaguely.

"Well, I think he'd be proud of you," she told him, lifting her chin. "No matter what you did." She shrugged. "Parents, they… They really only want the best for their children and sometimes they get upset or they say things, but I think in the end, you know, maybe before he died, he probably forgave you."

"I wish that were true," Stefan said with a forced smile. "Unfortunately, I don't think he did."

Caroline reached for him, her hand sliding into his. "Come on…" she said, standing from the couch.

"Is it ice cream time now?" he wondered, looking up at her as he climbed up to follow.

She chuckled under her breath. "I was thinking tea and maybe we'd watch a movie. Something to get our minds off all this…" She wrinkled her nose.

"Ick stuff," he said, quoting her.

She grinned. "Exactly."

"Okay," he agreed, nodding.

"Okay, so are you an earl grey kind of guy or…?" she trailed off, shaking her head curiously.

"Whatever you have is fine."

"Sugar, cream, shot of vodka?"

He laughed under his breath. "Two sugar."

It wasn't long later they were in her bedroom with Caroline going through her movie collection. "Okay, so are we thinking action, comedy, romance, horror?" She looked over at him, brows raised.

"Comedy," he suggested.

"Okay, I've got Happy Feet, John Tucker Must Die, House Bunny, Marley & Me— Wait." She paused. "That's not a comedy, that movie makes me cry." Shaking her head, she put it back on her shelf. "Umm… 13 Going On 30, 50 First Dates, Legally Blonde 1 and 2… I think most of these are romantic comedies," she finally said, sitting back on her haunches.

"Which one do you wanna watch?" he asked.

She tapped her chin, looking over her collection. "Um… Charlie's Angels. It's funny _and_ it's got kickass ladies in it." She grinned up at him as she plucked it off the shelf. "Good?" she asked, standing.

"Sure," he agreed.

"Cool." She popped it into her DVD player and grabbed the remote before walking back to her bed to take a seat next to him, pillows piled up against her back. "How's your tea?"

"Great," he reassured, mimicking how she was sitting, his legs crossed at the ankle.

As she turned on the movie, she took a deep breath and let it out slowly, crossing her arms loosely over her waist as she kept her eyes on the screen of her TV.

Stefan eventually put his half-empty mug of tea on her end table and focused on the movie.

Shortly into it he asked her, "Which one's your favorite?"

"Hm?" She looked over. "Oh, umm… Dylan, I think." She nodded. "Yeah." She cocked her head. "Have you ever seen this?"

He shook his head, lips pursed.

"Really?" She brightened up. "This'll be great then." She clapped her hand down on top of his leg a couple times. "You're gonna love it." She nodded excitedly. "How do you like it so far?"

He smiled at her enthusiasm. "It's good."

For the rest of the movie, he could feel Caroline checking on him, seeing what his reaction would be to certain parts. But eventually she got distracted by the plot and finally, before the end, she drifted off to sleep, slumping against his shoulder, her cheek pressed to his arm. He could hear her heartbeat had slowed down and even the faint sound of her snoring.

He stayed to watch the end and realized why it was she related to Dylan. She fell for the bad guy and he stabbed her in the back, if there was one heartbreaking thing he'd learned about Caroline it was that her self-esteem had taken a big hit. She was so sure that he was going to lose interest in her and move on to Elena that he could see it written on her face. But in the same moment, she looked at him with an intense amount of hope and he knew he was looking at her the same way. He had to wonder if, despite wanting to keep her safe, he might just hurt her anyway. With Damon in town, and well aware of his interest in Caroline, only bad things were coming her way and she didn't even know it.

He brushed her hair back from her face and tucked it behind her ear, letting his fingertips linger on her skin before he very carefully laid her down in her bed, tucking the blanket in around her. He turned the movie and TV off before moving to her door. He looked back once at her peaceful expression before slipping away silently.

…

On the outskirts of town, in the middle of the forest, sat a tent; inside, a couple were kissing, unaware of the fog currently sweeping in around them.

"Did you hear that?" the woman wondered, her hand on her boyfriend's chest to stop him as he leaned back in.

"Hear what?"

"I heard thunder."

He paused, eyes up, and listened for a second. With a slight shake of his head, he told her, "There's no thunder."

"Are you sure?" He bent and kissed her but she squeezed his shoulder.

He sat back up, brow raised.

"Because if it rains then we won't be able to see the comet." She played with the buttons on his shirt absently.

"It's not gonna rain," he assured. He laid beside her, head cradled on his upturned hand, hand stroking her stomach. "Listen, I… got you a little something. It's back in the car."

She nodded, staring up at him, her fingers stroking the back of his hand.

"Don't you move." He bent and kissed her once, twice, three times before he finally dragged himself away and moved to his knees to climb out of the tent.

She grinned after him. "Stay dry.""

"It's not gonna rain."

He unzipped the tent and climbed out, a rustling sound followed as she laid back, taking a deep breath and sighing, rubbing a hand over her eyebrows.

Suddenly, a dripping sound could be heard.

Amused, she shook her head, smiling. "I knew it!" Sitting up, she grabbed a flashlight and pulled on her boots, climbing out of the tent. "I _told _you it was gonna rain!" she called out into the foggy forest.

She waved her flashlight around searchingly, but when she couldn't see or hear him, her humor faded and worry began to set in.

Slowly, she turned back around to face the tent and the dripping; raising her flashlight, it landed on the red splatters that were collecting on top. Turning her flashlight up to follow it, she spotted her boyfriend in a branch of the tree, not moving, blood dripping down from his head, and let out a terrified scream. Crying, she turned and started running through the trees to where the SUV was parked, the flashlight bouncing over trees, branches whipping at her face and snagging on her clothes.

When she reached the door, she dropped the flashlight and grabbed the handle. "Open!" she demanded, pulling to no avail. "No!" she cried, slapping her hand against the window. "_Please!_" She kept yanking at the handle but it refused to open.

Suddenly, she heard the beep that signalled it was unlocked and she stopped. Whipping her head around, she stared out at the dark forest.

A dark figure dropped down from above; her scream echoed as she was killed.

…

Morning light filtered in through his window; Stefan felt as it reached his toes. As he sat up, it warmed the skin of his bare chest.

_I'm awake. For the first time in a long time, I feel completely and undeniably… wide awake. _

He stood and moved to his window to peer out at the world outside.

_I welcome the day._

_Because I know... _

_I will see her again._

…

Caroline was feeling particularly floaty.

She made her way downstairs, humming under her breath, and walked into the kitchen to pour herself a fresh mug of coffee. She even paused to give her mom an uncharacteristic kiss on the cheek before she grabbed a banana out of the fruit bowl and left back to her room to start getting ready, leaving a confused Liz in her wake.

Last night had been all sorts of amazing.

Okay, well, _technically_, a girl was attacked by a wild animal and that was awful. That definitely sucked. But before that and a while after that was awesome. Yes, she'd kind of had a super-insecure moment and word-vomited all over Bonnie about her never-as-good-as-Elena issues, but she'd also gained some insight. And plus, Stefan ended up showing up to just talk and watch a movie and okay, she fell asleep on him before it ended, but it was still wonderful.

Caroline had dated boys before. She'd fooled around with them and done the short-term relationship thing, but in the end, most of them figured she was just too high maintenance for them. And she got it. She really did. She was controlling and her schedule could be really crazy, because she could not let go of the reigns for anything when it came to making sure all of her duties on every committee she belonged to were taken care of to a tee. So she understood why dating her could be difficult; she just sometimes struggled with the idea that loving her was also that hard. Yes, she was bossy and she had no mouth filter and she could get really sad sometimes, but didn't all girls have flaws? She couldn't be the only one out there who screwed up a lot. And damn it, she tried _really _hard, okay?

So, she was kind of hoping maybe all that hard work had finally paid off. Because Stefan didn't seem put off by her. He even seemed amused when she rambled in a weird, kind of sweet way. She was _really _hoping she wasn't building this up to be something it wasn't, because she really liked him. She really, _really _liked him. And last night, there'd been another moment. He shared with her, things about his family, and she just felt like he was opening up and letting her in and trusting her. Which was just— It was _huge_. Because way too many people wrote her off as air-headed, too bubbly, annoying Caroline, and she thought she was bringing more to the table than that. She thought she was actually a pretty good person.

Thus, since waking up, Caroline had made up her mind that she was just going to jump into this thing with Stefan and stop worrying about it. She remembered that he admitted he didn't watch a lot of movies and he obviously didn't have a clue what she was talking about when she listed off her comedy collection the night before, so Caroline had been writing mental lists of all the things he just _had _to see. She'd been envisioning all of the _many _movie nights she planned for there to be in their near future.

Technically, they hadn't been on a date yet, just hanging out, but Caroline felt like something was happening. There was a connection and chemistry. So yes, Caroline just knew that they were just short of being _something _and that's all she needed to feel like things were going really, _really _good for her first week of school.

Standing in front of her closet, chewing on a bite of banana, she wondered if it was obvious how much blue she'd been wearing. But decided she really didn't care and picked out one of her favorite blue dresses before turning back around with a smile.

Today was going to be great.

Awesome even.

Because she was going to see Stefan.

…

After writing in her journal about the chaos of the night before, between Jeremy's _rebel without a cause_ ways and Vicki's attack, Elena closed up her diary, finished getting ready, grabbed a purse and her jacket, and left her room. She ran into her aunt just outside her door.

Jenna squeezed Elena's arm to get her attention. "Do I look adult?" she wondered. "As in respectfully parental?"

Elena looked her over. "Depends on where you're going."

"Jeremy's parent-teacher conference…" She walked down the hall to stop in front of a mirror hanging on the wall. With a frown, she pushed the top of her hair back and up with her fingers. "Hair up or down?" She frowned skeptically at herself before piling it all up and turning to her expectantly.

"Sexy stewardess," Elena said teasingly.

She dropped her wavy dark blonde hair back down and fixed it.

"Boozy housewife," Elena said.

Amused, she scoffed. "Up it is." She laughed under her breath. "You're feisty today."

Elena shrugged. "One of those days."

"It's been tough for you, huh?" Jenna looked at her worriedly. "Everything with Matt's sister…"

"Yeah." She sighed, hooking her thumbs in the loops of her jeans. "I don't know. It just feels like a lot happened and we're not even done the first week of school…" Her brows hiked. "Which doesn't exactly get me excited for the rest of the year…"

Her aunt frowned sympathetically.

Elena moved down the hall to look past her, toward her brother's bedroom, brows furrowed. "Where is Jeremy?"

Jenna fiddled with her dress, smoothing it out before reaching back up toward her hair. "He left early. Something about getting to wood shop early to finish a birdhouse."

Elena blinked a few times before raising her eyebrow.

Jenna caught the expression in the mirror. Understanding dawned and she took a deep breath. "There is no wood shop, is there?" she asked, waving her hand.

Folding her lips, Elena shook her head. "No."

She nodded, exasperated. "Yeah."

…

At the hospital, Vicki lay sleeping, faced toward the window.

Jeremy stood in the doorway silently, watching her sadly.

A nurse appeared behind him. "You can't be in here, hon," she said, walking past toward Vicki and stopping at the monitor. "Visiting hours don't start 'til 9."

"I just…" he trailed off, looking worried. "How is she?"

The nurse sighed, turning and writing down information gathered on her clipboard. "She's lost a _lot_ of blood."

"Yeah, but she's gonna be okay, right?

Folding her clipboard, she turned to face him and then crossed the space in-between. "She needs her rest." She waved a hand to get him moving. "So you come back later." She walked him out the door. "Come on."

…

"So I was thinking… Why don't we have a movie night this weekend?" Caroline told him.

"Yeah?" Stefan tipped his head to look down at her as they walked through the hall toward her locker. "And what movies did you have in mind?"

"Well, given your _vast _history of movie watching…" she teased. "_All of them_."

He laughed. "Really? You think we have enough time in one weekend?"

She grinned. "That's the beauty of it… It can become our weekend theme." Her brows hiked. "See, we can start with the eighties, probably do a John Hughes kind of thing. And we'll mix it up with some popular 80's stuff like…" Her brow wrinkled. "I don't know. All I can really think of is leg warmers and big hair, which would _not _do you justice, so… Maybe we'll just stick to junk food. With the added benefit of tequila if things start going downhill."

"Haven't even started and you're already planning for the event that we won't have fun," he said, lips twitching.

"Control freak, I warned you," she reminded, smiling.

"Okay." He stopped, leaning against the lockers next to hers as she put her bag away and looked through her books for what she'd need. "And your mom's going to be okay with me coming over?" he wondered.

She frowned. "I told you. She works so much, she probably won't even stop by to sleep in her own bed." Her brows hiked. "Seriously, she's been known to just fall asleep at her desk…" She waved her arms emphatically, "still writing out reports." She shrugged. "Plus with Vicki's attack, and there was even another one, two campers this time! So she's been spending a _lot_ of time working with animal control."

"Another one," he said, his expression darkening.

"Yeah, it's getting kind of crazy…" Her eyes narrowed. "I mean, I don't know what's going on out in those woods, but you will _not _catch me hanging around there _any _time soon." Her eyes widened for emphasis.

He half-smiled. "Good." Humorlessly, he added, "Hopefully, whatever it is, it just… leaves town."

Caroline laughed under her breath. "Yeah, I don't think it's getting the memo that we don't appreciate it chowing down on our townspeople, Stefan…" She closed her locker and hooked her arm with his. "Generally, I don't think woodland creatures just pack their bags and move on to the next forest."

He allowed a small smile and stared into her eyes thoughtfully. "One can only hope."

"Hmm… Well, this girl hopes you're excited for a weekend of movies…" She grinned up at him. "And don't forget, there's the festival tomorrow, for the comet thing."

He nodded. "You mean the comet that hasn't passed over Mystic Falls in about 145 years?"

"Yes, that one," she said, rolling her eyes. "When I texted you earlier, you said something about going together…"

"Yeah." He nodded. "If you want to go."

"Yes!" she exclaimed excitedly.

"Okay." He grinned at her. "I'm looking forward to it."

"The movie weekend or the comet?" She tipped her head to the side, long blonde hair sifting over her shoulder.

"_Both_," he answered.

She bit her lip to keep her smile from getting too big.

"Walk you to class?"

She nodded, squeezing his arm, and they turned to move down the hall.

…

After History class, which Stefan could admit he didn't pay as much attention to considering he'd lived through much of it and could probably recite it better than his teacher could, he caught up with Elena walking down the hall. "Hey."

She turned to look at him, smiling. "_Hey._"

They fell into step together. "How's Jeremy?" he wondered. "Caroline said he's been having some problems since your parents died and I noticed he and Vicki seemed kind of close… Must've been hard, finding her like that."

"Yeah, definitely. It's…" She sighed. "He's… _difficult_." She shook her head, lips folded in a frown. "I don't know. It's complicated. I mean, I get why he's upset. It's not easy, trying to move on. I just… I wish it didn't have to be so _hard_ on him… I wish there was a way to make him stop hurting, you know?"

He nodded. "I do."

She winced. "Sorry. I… I totally forgot that you lost your parents too." She shook her head. "Obviously you know what it feels like."

"He's young and he's acting out…" Stefan said, turning his eyes down the hall. "Everybody grieves in their own way."

"Yeah." She bit her lip. "I just wish his was less destructive."

"Best thing you can do is just be there for him."

She half-smiled up at him. "I'm trying." She readjusted her bag. "Hey, so are you going to the big festival tomorrow night?" She waved her hand at him inquisitively.

He nodded. "Yeah, Caroline and I are going together."

"Really? That—That's great." Her brows lifted. "She didn't mention it."

"We just kind of cemented plans this morning…"

"Oh. So you guys are…?" She shook her head questioningly.

"Figuring things out," he said slowly, smiling.

"Good." She forced a smile. "That… is good." She reached up and tucked her hair behind her ear and looked away.

"Are you?" he wondered. "Going to the festival?"

"Oh, um…" Her brow furrowed. "Probably. It's just… kind of one of those town things. You end up going even if you don't want to." She shrugged. "It'll be okay."

"Maybe after everything that's happened to you, this'll be good," he suggested.

She nodded, laughing under her breath. "Here's hoping."

…

Caroline looked over at Bonnie, her brow furrowed. "I'm confused… Are you psychic or clairvoyant?"

"_Technically_," She raised a finger for emphasis, "Grams says I'm a _witch_. My ancestors were these really cool Salem witch chicks or something." She shook her head, forehead wrinkled. "Grams tried to explain it all, but she was looped on the liquor so I kinda tuned out. Crazy family, yes... Witches?" She frowned. "I don't think so."

"Yeah, well, I think you should break out the tarot cards. Or, _ooh_, we could have a séance and call on some dead-too-soon celebrities." Her eyes lit up. "Like Princess Diana!" She clasped her hands together and held them against her chest. "Come on, Bonnie, that'd be fun!"

With a snort, Bonnie rolled her eyes. "Okay, _first_, even if I _was _a witch, I don't think the first person I'd try to contact is Princess Diana! And _second_, when are you even going to have the time?" she teased, eyebrow raised. "I'm lucky I'm even seeing you now. In the four days since school started, I think you've spent every break with Stefan. Then there's the party and your little _non -_date at the Grill the other night…" She raised an eyebrow, smirking. "You guys are one more hang-out away from inseparable."

"That's not _true_," she argued, but grinned all the same. "We hung out _twice _and then there's just… homework too and I don't know, I've been busy."

Amused, Bonnie just smiled up at her. "Uh-huh."

"_But_ I will absolutely make time for us to have a witchy séance…" She nodded, and then amended as she cast her eyes away, "As long as it's not this weekend or tomorrow night, because I have plans with Stefan."

"Okay," she laughed, holding up a finger for emphasis. "_A._ point proven, and _b._ what _kind _of plans?"

Caroline smirked at her. "Originally innocent but hopefully _not _plans." She shrugged. "We're just going to the festival tomorrow and then… movie night at my place this weekend." Her brows flashed. "Seriously, you would not believe how many movies he hasn't seen. It's crazy!"

"And you're just the girl to help him with that, huh? Willing to spend hours and hours of your time bringing him up to pop culture status-quo?"

She sighed with faux resignation. "Well, I'm willing to take one for the team if it means helping him out…" She tipped her head back and grinned.

Bonnie bumped her shoulder. "See? Didn't I tell you he was interested? You've got a date and a whole weekend planned with him!"

"Well…" She bit her lip. "It's not _exactly _a date… I mean, we're not really using _labels_, so…"

She raised a skeptical brow. "Caroline, how are you ever going to know what you are if you don't just ask him?"

"I know," she sighed. "It's just so _hard_…"

"What's hard?" Her eyes widened as she shook her head. "Just walk up to him, tell him you like him as more than a friend and you want to know where you two are headed?"

"Really?" Her brows crinkled skeptically. "You think that's _easy?_"

"Easier than constantly wondering," Bonnie said with a shrug.

Caroline sighed. She couldn't argue that.

[**Next**: Chapter Six.]

**Author's Note**:

_Let it be known that Damon is in the next chapter. As is Caroline. And they will meet!_

_Who's excited?_

_In the very real event that I won't be posting until or after Christmas, HAPPY HOLIDAYS to all of you amazing readers!_

**- Lee | Fina**


	7. Chapter Six

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season. A lot of this is rewritten directly from the show, at least in terms of characters that wouldn't really be affected by Stefan/Caroline but are still essential to the main plot.  
**Word** **Count**: 5,156  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It)_**  
-Novel-

**Six.**

Jeremy stalked out of the school and started down the path. In the distance, he could see Tyler chatting up a pair of girls leaning against the chain-link fence surrounding the football field. A surge of anger ran through him.

Brow furrowed, he started toward him. "Hey, Tyler."

Tyler glanced at him, lips pursed, before he turned his attention back to the girls.

"Hey, I'm sorry to interrupt. I was just wondering how Vicki's doing, since you guys are so _close_," he mocked. "Is she okay?"

Tyler turned to face him, crossing his arms over his chest. "She's fine." He pursed his lips, nodding. "Now get out of here."

"How bad is she? Do they know what attacked her? Is she going to make a full recovery?" he persisted.

Tyler glared at him.

"I mean, was she happy to see you?" He shook his head. "What room number was she in?"

"I'm gonna kick your ass."

"Yeah, you keep saying that," Jeremy said, taking a step into Tyler's personal space. "But when are you actually going to do it? Huh? 'Cause I vote for right here and right now." He shoved him in the chest, sending him stumbling back a couple steps.

His eyes widened and his jaw opened; he glanced briefly at the watching girls. "Walk away, Gilbert… It's your final warning."

"No, this is your final warning, _dick_," he snarled back, leaning toward him to get his point across. "I'm sick of watching you play Vicki." He waved his finger at him, glaring at him angrily. "If you hurt her one more time, I swear to God, I _will_ kill you."

He backed up before finally turning and walking away.

"Damn, that was like a _death _threat," Tyler said, laughing awkwardly under his breath. He turned to the blonde next to him. "Did you hear that?"

She raised an eyebrow, nodding.

…

At lunch that afternoon, Stefan met Caroline at a picnic table, where she was already sitting, pulling apart her sandwich once more.

He smiled to himself as he circled around to sit next to her. "Do you always feed half your lunch to the birds?" he wondered.

She shrugged. "It's lunch. They're hungry."

He laughed under his breath. "And what do you think they do on the weekends when you're not around?"

She looked over at him from the corner of her eyes. "Miss me."

He nodded, amused. "Probably."

She tossed another chunk of crust and turned to face him. "So…" She bit her lip. "I've been thinking." Her eyebrows rose slowly as she stared at him with wide eyes. "We've been hanging out a lot and we're going to the festival together tomorrow and we're doing this movie weekend thing and…" She drew in a deep breath. "And I _like _hanging out with you, a _lot_, but I just… I guess I need some…" Her brows furrowed as she searched for the right word.

"Clarification?"

"_Yes!_" She pointed at him. "Yeah. I just, I think slow is good and I can work with it, I'm just… not sure if slow leads to friendship or… somewhere… else." She stared at him quizzically, chewing her lip.

He nodded, licking his lips. "Tomorrow, at the festival…" He stared searchingly at her. "Would you like to be my date?"

Slowly, her expression morphed into excitement and she sent him a blindingly radiant smile. "I would love to," she accepted happily.

"Great."

She tore off a long chunk of crust from her sandwich then and handed it to him. "I call the one with the spots on his hip— Do you see them?" She pointed. "He's Princeton."

"Yeah?" He broke up the crust into smaller pieces to throw.

"Mm-hmm." She tipped her head thoughtfully. "He just looks serious, right?"

Stefan chuckled under his breath. "He looks like he's been eating too much of your bread."

"Hey…" She knocked his arm with her knuckles. "You'll give him a weight complex."

Grinning to himself, he shook his head and tossed another chunk, watching as Princeton waddled over to snap it up. His attention was grabbed by Elena and Matt walking together in the near distance.

While Caroline filled him in on the other names she'd given the collecting birds, Stefan let his sensitive hearing wander over to the conversation Matt and Elena were having.

"They're keeping her overnight to make sure there's no infection, but she should be able to come home tomorrow," Matt confided.

Elena looked over at him. "That's good news."

"Yeah."

"Did you get in touch with your mom?"

"Called and left a message. She's in Virginia Beach with her boyfriend, so…" They circled out of sight, but Stefan could still hear them fine. He watched as Caroline started nibbling on her now crustless sandwich, plucking out a cucumber and offering one to him. When he shook his head, she shrugged and popped it into her mouth.

"…we'll see how long it takes her to come rushing home," Matt continued.

"Vicki's lucky that she's okay," Elena said softly.

"I know, and now there's talk of some missing campers."

"Did she say what kind of animal it was that attacked her?"

"She said it was a vampire."

Stefan's head perked up, his eyes wide.

"You okay?" Caroline asked him.

He turned to look at her, his mouth ajar.

Elena laughed. "What?"

"Yeah, she wakes up last night and mutters "vampire" and then passes out," Matt explained.

Stefan's eyes darted, his attention still mostly on the other conversation.

Caroline stared up at him worriedly.

"Okay, that's weird," Elena said with a small scoff.

"I think she was drunk," Matt dismissed.

"Stefan?" Caroline said.

He offered a vague smile. "Sorry, I…" He shook his head. "I just got a little dizzy there. I haven't eaten today."

"Oh." Brows furrowed, she glanced away and then back. "Well, here." She offered him half her sandwich. "I hope you don't like crusts."

He smiled, accepting the sandwich and nodding at her. "Thanks." As he started chewing, he let his listening wander back over.

"So what's up with you and the new guy?" Matt asked. "He's with Caroline one day, but you at the party…?"

She sighed. "It's not… like that. He's into Caroline and he was just helping me find Bonnie. But, Matt… About us… Listen, the last thing that I want to do is hurt you…"

"You know, I'm… I'm actually gonna go back to the hospital," Matt said, cutting the conversation off at the knees. "I want to be there when Vicki wakes up, get the real story about last night."

"Okay," Elena said gently.

"Here, you can share my apple slices too," Caroline said, offering up a container.

Stefan looked down to see the granny smith apple she'd sliced up. "You don't want to share with Princeton?" he teased, grabbing one out.

She smiled, her nose wrinkling. "I think Princeton might be getting too attached to me. It's time for some tough love…"

"Yeah?" He bit off the end of the apple. "Should I feel honored then? To be getting an apple slice?"

"Oh." She nodded. "Absolutely. She dug one of her own out. "You should be pretty flattered."

He grinned. "Then I am."

"Hey Caroline, Stefan," Elena's voice interrupted.

They turned to see her walking over, playing with the strap of her bag.

"Hey," Caroline greeted, smiling. "Bonnie's not with you?"

"No, she…" She shrugged. "Had something she needed to look up in the library and I ran into Matt, so…" She nodded, lips folded.

"Oh." Caroline tipped her head. "Is everything okay? With Vicki?"

"Yeah. She's… They kept her overnight but they think she'll be okay. Matt's probably going to take her home tomorrow, I think."

"That's good," she said encouragingly.

"Yeah. He's just… stressed out about it."

"It's pretty stressful. I mean, my mom's been getting calls all day," Caroline shared, looking between them. "Everybody keeps calling the station _and _the house because they think whatever wild animal wandered into their backyard is definitely the one attacking people." She rolled her eyes. "I got three calls before school that _rabid _raccoons were terrorizing the neighborhood." Her brows hiked.

"They call your mom at home?" Stefan asked.

She snorted. "Liz's work never ends," she said derisively.

Stefan reached for her hand resting on her knee and squeezed it.

Her expression softened and she smiled up at him.

"I'm gonna go see if I can find Bonnie," Elena said, smiling awkwardly before she turned and started away.

Caroline watched her go for a moment, brow furrowed, and then turned to him. "So about this weekend…" She wiggled her eyebrows. "80's movies. What have you seen?"

He let his head fall back and groaned. "Footloose," he said.

"Given," she told him, shaking her head. "If you didn't say it," She poked his chest playfully, "I was going to have to have an intervention, _seriously_."

He laughed before resting his elbows behind him on the picnic table. "Uh… Raging Bull." His eyebrows hiked as he nodded, remembering the movie with an approving nod. "The Shining… The Elephant Man… _Scarface_, of course."

"Typical. Go on."

"Let's see…" His brow furrowed. "The Color Purple, Manon of the Spring, uh… A Fish Called Wanda."

"Okay, _you _are a John Hughes virgin, aren't you?"

"No," he argued. "I saw Weird Science."

"Which is a classic," she admitted. "But you haven't experienced the 80's until you've watched The Breakfast Club or Sixteen Candles or _oh_, seriously, Pretty In Pink."

He licked his lips as he smiled. "Don't those all have the same actress in them?"

"She was an 80's icon!" Her eyes flashed wide. "And you are going to appreciate her after this weekend. Just you wait!" She poked his chest.

He laughed. "Okay. I'll take your word for it."

"_And_, because I totally didn't recognize like half of what you watched…" She shrugged. "You can pick out your favorite 80's movies and we'll watch those too. That way, we're both learning something." She stared up at him, brows raised. "How's that sound?"

He nodded. "Sounds like it's going to be a great weekend."

"It is," she agreed, lips folded to moderate her smile.

Just then, Princeton gave an odd little noise and flapped its wings.

Stefan laughed. "Looks like he doesn't feel the same way about giving each other space."

Caroline laughed, her head falling back.

And for a moment, Stefan could forget that Vicki Donovan was in the hospital with the power to break open a very important secret. He knew he would have to do something, but just for this moment, he wanted to enjoy being carefree with Caroline.

…

Jenna Sommers couldn't help but think that being forced to sit in one of the desks, especially at the front of the empty classroom, was a power play. It made her and look and feel much smaller in comparison to the teacher standing in front of her.

"As Jeremy's teacher, I'm concerned," Mr. Tanner told her, taking a seat on the edge of his desk, waving a folder for her to see. "It's the fourth day of school and he's skipped six of his classes."

Sitting forward, Jenna clasped her hands on the desk top and stared up at him imploringly. "Mister Tanner," she began. "Are you aware that Jeremy and Elena's parent died?"

"Four months ago, a great loss," he said in a rather dismissive tone. "Car accident. Wickery bridge, if I remember correctly."

As he shuffled his papers, Jenna sat back, her expression clearing; she was a little put off by how the tragedy barely touched Mr. Tanner. There was no compassion evident.

"And you're related to the family _how_? The, uh…" He nodded, snidely saying, "mother's kid sister?"

"_Younger _sister," she corrected, sitting up a little taller, a humorless smile tugging at her lips. "Yes."

He nodded. "Right."

"Six classes?" Her brows furrowed and she reached up to scratch her neck uncomfortably. "Are you sure?" she scoffed. Shaking her head, she held her hands up in a 'come on' gesture. "I mean, that's kind of hard to do."

He shook his head, telling her simply, "Not when you're on drugs."

Her expression fell, eyes wide at the implication.

"It's his attempt at coping, Miss Sommers… And the signs are there. He's moody, withdrawn, argumentative, hung-over…"

She shifted in her seat, eyes falling as she reflected on Jeremy's behavior of late.

"Are there any other relatives in the picture?" Tanner asked, flipping the folder quizzically.

"I'm their sole guardian," she told him, lifting her chin.

"Uh-huh." He stared at her a moment before asking, "_Could _there be?"

Jenna just barely kept from narrowing her eyes and grinding her teeth. "What are you _suggesting_, exactly?"

He offered a condescending smile. "It's an impossible job, isn't it, _raising_ two teens?"

Jenna glanced away briefly, snorted, and half-smiled. "It's been tough, but, _no_, it's _not_." She stared up at him seriously, eyebrows raised.

"Wrong answer," he told her.

Her face fell once more.

"It is an _extremely_ impossible job, and anything _less_ and you're not doing it properly."

Jenna opened her mouth, took a breath, and looked away, unable to find a suitable response that didn't involve her calling him a dick who had no right to judge her. Finally, she snapped her teeth shut, pursed her lips, and sighed. What was the point? Nothing she said could convince him.

…

After lunch, Stefan made his way to the hospital. He dropped Caroline off at her class before deciding he had to clean up his brother's mess.

As he walked down the hallway, arms swinging at his sides, he observed the busy nurses around him, voices going over the PA with medical terms he vaguely recognized. For a moment, he remembered a time when he wanted to be a doctor. He remembered a different life and a different Forbes. A different _him_. He couldn't count how many times over all these years that he'd played the 'what if' game.

What if Katherine had never come to Mystic Falls? What if he and Juliette had run away together earlier? What if they'd traveled and seen the world before settling down? What if they'd married in a small church somewhere in Europe, with nothing but each other to rely on? What if he'd become a doctor and they'd had children? What if he died of old age? Before her, unable to watch her leave him. What if, what if, what if.

But Katherine had come and Juliette had died. He'd lived more than a lifetime and he'd never grown old in any place but his battered soul. And now he had a homicidal brother to think of and a frightened girl to compel and a protective brother of said girl to avoid—

Speaking of, he spotted Matt down the hall and quickly hid himself in the doorway leading to another patient's room. He'd never met Matt, though Caroline said he was one of the nice ones, but he did know that Matt thought something was going on between Stefan and Elena and didn't like Stefan on principle alone. He understood, even if Matt's reasons for disliking him were wrong. If anything, he should really hate him for being the reason Damon came to Mystic Falls and thus why Vicki was in the hospital in the first place.

…

Matt stepped into Vicki's hospital room, brow furrowed when he found her bed empty, the sheets shuffled around. He searched the room, confused, before turning, only to startle as he found his sister standing right behind him. "Whoa," he said, leaning back. He laughed awkwardly. "Vick."

She stared at the ground, her eyes wide, hair mussed, lost in her own world.

"Vicki, hey…" He looked her over worriedly and stepped closer, leaning his head down to try and catch her eyes. "Vick, it's Matt. Hey, what's wrong?" He touched her arms.

Immediately, she drew in a deep breath and screamed, "_Nooo!_" She started struggling against him, twisting around and slapping at his arms as he wrapped them around her flailing body, trying to get her to calm down. "No! Get off! No!"

As he finally let her go, she backed up, facing him and kept screaming at him, "No! No!"

Matt turned and fled the room, shouting, "Nurse!"

"Nooo!" her pained voice could be heard echoing behind him.

…

Stefan watched as Matt ran out of the room, looking for help, and sped across the space, hurrying inside. He took Vicki by her shoulders, laid her back on the bed, and caught her gaze. "_It was an animal that attacked you_," he compelled, his voice hypnotic. "_It came out of the night and jumped you. You blacked out. It's all you remember_."

"It's all I remember," she replied, her voice distant.

"_An animal attacked you_," he repeated. "_You blacked out. It's all you remember_."

"It's all I remember," she said, before her eyes rolled back and she fell asleep.

Stefan leaned back, sighing with relief.

…

"Nurse!" Matt shouted, coming to a stumbling stop. "I need help! It's my sister."

Quickly, the nurse followed him back to Vicki's room, taking the stethoscope down from around her neck.

But when they entered Vicki's room, jogging to a stop, they found Vicki fast asleep, laid out on her side, peaceful. "She seems fine," the nurse said.

Confused, Matt's brow furrowed and he pursed his lips. He looked out the door and thought he saw someone familiar in the distance.

He stepped out of the room in pursuit, trying to catch up as the figure turned down a hall.

…

Stefan looked back over his shoulder, his jaw twitching; Matt was following him.

He hurried his steps and turned suddenly, stepping into a random room. He paused, however, when he realized it was filled with people who were giving blood. His eyes moved back and forth, taking in the filled and still-filling bags of blood all around him. Needles and wires were plugged into arms and he felt hunger roar to life inside of him. He couldn't stop staring, from one bag to the next; O-positive to B-negative. He could feel his teeth throbbing in his mouth and the veins form under his eyes. He turned right and walked swiftly away from the sight, past a row of beds covered by closed curtains.

Behind him, Matt entered the room, thought he saw a figure behind one of the curtains and rushed toward it, throwing the fabric aside only to see there was no one there, just an open window. He stepped toward it and looked outside. It was too high up for anyone to jump from but he scanned the area anyway before looking back around him. He swore he'd seen someone come this way. But there was no other way out.

…

After school, Caroline was disappointed to hear from Stefan that he wasn't feeling well and had gone home early. But Bonnie told her they were getting together to hang out at Mystic Grill so Caroline decided she'd just check on Stefan later and focus on having some girl-time with Bonnie and Elena.

Sitting down outside of the Grill at a little table, nursing a diet Coke, Caroline, Bonnie, and Elena were folding up programs for the festival the following night. Or mostly Elena was while Caroline listened to Bonnie with skeptic amusement.

"Well, I was talking to Grams, and she said the comet is a sign of impending doom. The last time it passed over Mystic Falls, there was lots of death. So much blood and carnage, it created a bed of paranormal activity."

Caroline hummed. "I thought you said Grams was mostly drinking when she told you these things…?"

"Well, she is, but… I don't know." Her brow furrowed. "She seemed really intense about this one. Like…" She sighed, shaking her head. "She really believes it, I think."

"So what? You think this comet means that some big apocalyptic _thing _is going to happen?" she wondered.

Bonnie folded her lips, eyebrows hiked, and shrugged.

"No," Caroline exclaimed. "Uh-uh. Not happening." She crossed her arms over her chest. "Tomorrow's festival is my first official date with Stefan and I will _not _let it be tarnished by some weird cosmic curse."

Bonnie couldn't help but laugh. "Right, because the only thing at risk if the comet is a bad sign is your date with Stefan." She rolled her eyes and shared a look with Elena.

"Okay, so, yes, I would be worried about you guys too." Caroline reached out and squeezed either of their arms. "I'm just saying… Tomorrow is supposed to be awesome. I've already written on my calendar, _'Awesome day._' So this comet _can't _make be a liar." She looked between them beseechingly.

Elena laughed. "Hey, it's not up to us. The comet will do what it does." She held her hands up in the universal sign of surrender.

"So it _is _a date then?" Bonnie said, turning to grin at her.

Caroline smiled blissfully. "_Yes!_" She giggled helplessly. "I took your advice at lunch. We were talking and feeding the birds—"

"Princeton," Bonnie and Elena said simultaneously with amused exasperation.

"Right," she nodded, "and then I just asked him… I said I could do slow as long as I knew where it was headed…" She smiled, biting her lip. "And then he asked me to be his date to the festival." She lifted her shoulders high with excitement.

"See?" Bonnie nodded at her encouragingly. "I _told _you!"

"I know, and you were so right." She squeezed her arm appreciatively. "I was nervous but I just kept thinking about what you said so I just put myself out there and it was great." She reached for her soda and brought the straw to her mouth, letting out a hum of happiness.

Elena smiled at her, nodding. "That's really great, Caroline. Stefan's a great guy."

She sighed dreamily, letting her head fall to the side. "I know. He's so, so nice and funny and smart…" She rolled her eyes. "Ugh, he's perfect."

Bonnie laughed. "Nobody's perfect… But he _is _really cute."

"Right?!" Caroline's eyes lit up. "Oh my god, his face and his eyes. And his _hair!_"

"It's the eyes. He's got this intense stare, like…" She tried to mimic it but they fell into laughter at her attempt.

Caroline smiled; it felt good to share these things with them. She liked that they were being supportive. Maybe Bonnie a little more than Elena, but she totally understood. Talking about boys probably wasn't at the top of her priority list between her parents and Jeremy and now Matt and his sister. So Caroline tried to be extra cheerful and hoped it would rub off a bit on Elena and help her relax, maybe distract her.

…

Jeremy walked into the kitchen, his gait languid.

"I picked up dinner," Jenna announced on seeing him. "Tacos. I had an urge for guacamole." She braced her arms along the island as she stared at him through narrowed eyes.

"No, I'm good, thanks," he replied, grabbing his jacket up off the back of a chair and moving toward the door leading out to the backyard.

"Eat anyway," she said. "It's a ruse. I want to talk."

He paused but then kept walking.

"Hey, you!" she yelled.

His head fell back as he sighed.

"Come," she ordered, glaring at his back, arm raised. She pointed downward. "Sit."

Jeremy turned and walked toward her. He was frowning but he eventually took the seat right in front of her.

Leaning forward, she braced her elbows on the island. "Back in school, freshman year, I could eat my _weight_ in nachos," she told him, brows hiked. Rolling her eyes, she added. "_With_ extra cheese." She played with her fingers before admitting "It was my munchie food whenever I got stoned."

"You got high?" he asked, grinning.

"_Did_." She waved a finger. "Past tense."

His smile faded as he started to think about what she was saying and why.

Jenna stood upright. "But, yeah. Loved it." She started fiddling with containers to get dinner ready. "Anything to get a little distraction from life…" She frowned. "Reality," she dismissed. "And it worked. For a while. Never lasts, though…" She turned and walked toward the fridge.

Scowling, Jeremy glanced at her and then stood from his stool. He rolled his eyes to himself before silently walking toward the door.

"Hey, I'm not saying I wouldn't _love_ to rail back and kick it," Jenna said, head stuck in the fridge, "but with a thesis looming and a waistline expanding…"

When she pulled her head from the fridge it was to see him walking out the door.

Her expression fell and she sighed disappointedly.

…

Back at the hospital, Vicki was bored, sitting up in her bed, picking at the tray of food they'd brought her for dinner. Matt was fast asleep in the chair across from her, legs stretched out in front of him, hands stacked on his stomach.

Grinning, Vicki took the unopened Jell-o container from her tray and threw it at him.

It bounced off his chest and he startled awake, eyes wide. "What the…"

She laughed. "Finally, you're awake," she said, grinning brightly.

He sat forward, brows hiked. "Hey. How are you feeling?"

She smiled, nodding.

"You _look_ better. I was worried before." He shook his head, closing his eyes briefly. "You really had me freaked out with all that screaming."

Her brows furrowed. "Wait, what are you… _talking_ about?" she asked, tipping her head quizzically.

His forehead wrinkled, eyes wide with surprise. "You don't remember?"

She drew her head back, thought it over, and then shook her head. "I feel fine."

He nodded slowly, skeptically, before finally saying, "Good, good." He inhaled deeply before letting it out as he told her encouragingly, "Doctor said you could come home tomorrow." He sat back in his seat, smoothing out his jeans with his hands.

She grinned at him happily.

Matt clasped his hands, pressing his thumbs together as he sobered. "Vick, what attacked you in the woods?" he wondered.

Her expression changed slowly and she turned her eyes away, they darted as she thought back. "An animal," she finally said. "What else could it have been?"

He stared at her a moment.

Suddenly, Jeremy appeared, walking through the door to see her. He crossed his arms and leaned against one wall. "Hey. How do you feel?"

Matt peered up at him before looking back at Vicki.

She stared at Jeremy a moment before saying. "I'm okay."

Her brother looked between them before raising an eyebrow, half-smiling, and pushing up from his chair. "I… I'm gonna… I'm gonna go grab a coffee," he decided. As he moved out the door, he offered in passing, "Hey, Jer."

Jeremy nodded at him before moving toward the bed, letting his arms fall uncrossed.

"Why are you here?" Vicki demanded, staring up at him.

He sighed. "I just wanted to see how you were doing." He dropped his hands to the mattress and leaned toward her slightly.

"Did you see that look on Matt's face?" she asked, looking away and then back. "_That_ was suspicion. I don't want people to find out about us, Jeremy."

He nodded his chin at her. "Well, you gotta get over that."

"Tyler is finally showing some interest," she said, her voice softer as she smiled lightly.

He scoffed. "You have to get over _that_, too." He stared at her seriously. "I mean, do you—Do you _see_ Mister Concerned?" He leaned away and down, calling out to beneath the bed, "Tyler? Are you under there?"

Vicki laughed.

"_No_." He leaned back, his hand against the bed next to her shoulder.

"It's not cool for people to know… Okay?"

He simply smiled at her.

"I'm older than you," she reminded. "And…" She glanced absently out the door. "Matt and Elena would freak."

He shook his head, eyes screwed up, and argued, "No one's going to suspect anything. Why _wouldn't_ I check on you? I mean, I'm— I'm the one who found you."

She paused, staring up at him. "You are?"

"Yeah, I carried you out of the woods."

She smiled at him and he smiled back, their eyes meeting softly.

"Thank you," she said, sincerely, her brows knotting slightly, as if she was almost surprised that he cared enough to do it.

He grinned lopsidedly. "Yeah, you're welcome."

They continued to stare at each other, with Jeremy only ducking his head once, excitement obvious in his expression.

…

Caroline hummed to herself as she stood in the grocery store, brow furrowed as she looked over the selection of soups. She chewed her lip, bouncing the basket against her knee.

"Personally, I've always been a fan of Homestyle," a voice interrupted.

She looked over and up, spotting a handsome man just a few feet away. He had dark hair, swept attractively across his forehead, bright blue eyes, and a crooked smirk. He was also apparently _very _fond of black since that's what his pants, shirt, _and _jacket were.

"Lemme guess, your socks are black too," she said, unable to help herself.

He laughed, caught off guard, and his brows furrowed as his smirk stretched his lips. "They are."

"Lucky guess," she returned, quirking an eyebrow before she returned her gaze to the stacks of soup tins. "Homestyle's the one with the carrots and stuff, right?" she asked, moving to look over the cans.

"Mm-hmm, and _real _chicken, none of that fake, processed stuff." His lip curled with distaste.

"Picky much?" She looked over at him, but plucked Homestyle Chicken Noodle from the shelf.

"Very," he answered her, eyes flashing wide. His eyes fell to her basket then as she stood up. "Sick?" he asked her, looking over the cough medicine, Vicks VapoRub, Gravol, and Pepto-Bismol curiously.

"Oh, um, no, not me…" She stared down into the basket, brow furrow. "My… _friend_…" She shrugged. "He left school early because he wasn't feeling well." She wrinkled her nose. "But stupid me, I didn't even ask what _kind _of sick, so…" She waved at the basket.

"A little of everything, just to be sure," he said, nodding.

"Yeah." She smiled nervously. "You think it's too much?" she wondered, dropping her gaze back to the contents. "I mean, I could call or text him but… I don't know, I thought it'd be more special to surprise him…" She pursed her lips. "Or maybe I shouldn't, since he's sick…"

"I don't know. I think surprises are _always _the best way to go," he told her. "In fact, I'm just here getting my brother a can of soup… He happens to be sick too," he told her.

"Hm, maybe there's something going around," she mused.

"_Maybe_," he agreed. He held a hand out. "I'm Damon Salvatore, by the way."

[**Next**: Chapter Seven.]

**Author's Note**:

_Okay, so it was a bit of a Damon teaser. Because their first meeting is so long, the rest of it is in the next chapter! I hope you like this little bit though!_

_Hope your holidays went well! I'm having my brother and nephew over for a mini-Christmas today, so I thought I'd get this out beforehand!_

_Thanks for reading, please leave a review!_

**- Lee | Fina**


	8. Chapter Seven

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season. A lot of this is rewritten directly from the show, at least in terms of characters that wouldn't really be affected by Stefan/Caroline but are still essential to the main plot.  
**Word** **Count**: 5,311  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It)_**  
-Novel-

**Seven.**

"I'm Damon Salvatore by the way."

"Salvatore," she repeated, her eyes wide as she shook his hand absently. "Are you…" She shook her head, a forced smile pulling at her lips. "I'm confused. Are you related to Stefan?"

"I'm his brother," he said, drawing his head back in wide-eyed surprise. "You know Stefan?"

"Yeah. He's…" She wiggled the basket. "My friend, who's sick."

"Oh, well…" His head tipped. "Isn't that a coincidence," he said, staring at her searchingly.

"Yeah…" She frowned. "Stefan said he was living with his uncle…"

"He is," he assured, nodding shortly. "_Zach_."

"And he said he didn't talk to his brother…" Her eyes narrowed. "He kind of made it sound like you guys were estranged…" she said slowly.

"We were. Until recently." He tucked one hand in his pocket and waved the other around. "I only just got into town actually."

"Oh…"

"And Stefan's still a little…" He see-sawed his hand and shrugged before sighing. "Well, he's been pretty sensitive for the last while."

"He has?" She looked at him curiously.

"Well, I mean, I'm sure he's told you about what happened…" he said leadingly.

She tipped her head back, turning her eyes away. "I— I'm not sure, I…"

"You know what?" He waved dismissively, letting the mystery hang in the air. "I should just let him tell you." He nodded. "I should get home, see how he's doing." He paused. "Actually…" He pointed at her. "Since you were going to stop in and surprise him anyway, why don't you come with?" he suggested, brows raised. "You can make him that soup and maybe tell me how his first few days of school have been."

"Oh, um…" She shifted uncertainly. She hardly knew this guy; in fact, the only information she had to go on was that he was Stefan's brother. A brother Stefan had made clear he didn't like very much. But Damon seemed harmless and she thought it might be rude to say no considering she'd _just _said she was heading to his house anyway… Finally, she nodded. "Sure. Yeah, that'd be great." She looked up at him. "I guess I won't need all of this then." She wiggled the basket at him.

He took it from her hand and put it on the ground, not bothering to even consider putting anything back where she found it. "Just the soup. Stefan's more of a rest and plenty of _fluids_ kind of guy." He then reached out, the silver of his ring catching her eye, and put his hand on her shoulder to get her moving. "So, I didn't get your name..."

"Oh!" She rolled her eyes at herself. "Sorry. Distracted. I'm Caroline," she introduced cheerfully.

"Ahh!" His eyes widened, brows hiked as he wagged a finger at her. "See, he _has _mentioned you!"

"He _did?_" she asked, perking up hopefully.

"Mmhmm." He nodded, watching her face as he directed her toward the till. "See, we're not on the best terms right now, but he _did_ mention you'd been helping him get readjusted." He harrumphed, brows furrowed. "But you know, the way he talked, I kind of got the idea that you two were more than just friends…"

"_Really_?" She flushed. "Oh, well… I mean, he's only been in town a few days, but…" She bit her lip. "We're going on our first date tomorrow," she shared, barely holding back a squeal of excitement.

"Really? That is… _awesome_," he told her, smiling widely.

Caroline's smile dimmed slightly; there was something about Damon that was borderline uncomfortable. His smile had an almost mocking edge to it. She tried to chalk it up to having just met him and turned her attention to the cashier ringing up her lone purchase.

Damon gave her a ride back to the Salvatore Boarding House, humming in response as she nervously blabbed on and on about Mystic Falls history to fill up the silence. She briefly wondered if maybe it would've been better to call ahead. Stefan might be sleeping or too sick for company. As she stepped out of the car, she was distracted by how massive the house was; red brick and vertical, brown wood slats made up the front. She paused and spun around from where Damon had parked the car after driving up the paved driveway that rounded a large circle of trimmed grass, with four tall trees stretched from it.

"Wow, talk about putting my house to shame," she murmured.

"It's not bad. The original Salvatore plantation house was much larger," Damon said, circling around to meet her.

"Yeah?" She raised a skeptical eyebrow. "What do you do with all the space?"

He snorted. "Fill it with antiques." He wiggled his eyebrows at her as he walked inside, leaving the door open for her to follow.

Caroline's attention was grabbed by the hallway, lit with two old lamps atop an antique table against the wall. As she walked further in, closing the door behind her, her gaze wandered. The walls were beige but offset by dark wood and the sconces were dim, almost too low. It had an eerie effect, especially when she realized Damon had walked so far ahead that she couldn't see him and had no idea where she was going. She paused, peering into a spacious living room filled with old furniture, a giant fireplace, and more table lamps. A faded red and gold rug was thrown down over the wood floor. Above, a chandelier hung, turned off, and oil paintings were scattered over the walls.

"Antiques Road Show, we have a winner…" she muttered under her breath, walking down the step leading inside and looking around, her gaze pausing on the many overflowing bookshelves.

"Kitchen's this way," a voice called.

She turned, and found Damon standing in an arched doorway leading out of the living room.

She hurried her steps to catch up to him and caught his half-smile.

"You have a nice place," she told him.

He laughed under his breath. "It's a little kitschy for my taste."

She shrugged. "To each their own, I guess…" Her eyes were still wandering around the décor. "I mean, I'd repaint it something a little lighter and maybe open some windows and let the sun in." She raised an eyebrow. "Heavy curtains are _not_ doing you guys any favors…"

His lips stretched with amusement.

Caroline came to a stop in the kitchen and dropped the grocery bag on the large island counter. "Pot?" she wondered.

Damon searched around and finally came up with a pot and a spoon. He waggled his eyebrows at her before he dug out the can opener. "So," he said, before hopping up to sit on one of the far counters. "You must be excited for your date tomorrow."

She smiled at him as she poured out the contents of the can and then moved to the sink to fill it with water. "Yeah. I think it'll be nice. Stefan's really…" She turned her eyes off thoughtfully. "He's sweet."

"Sweet," Damon repeated, lips twitching. "You know that's _just_ the word I'd use to describe him."

Caroline added the water and then turned on the stove. "I was actually going to make this from scratch," she told him. "But I wasn't sure I'd have time and it's always just a _little _too salty." She stirred the soup before laying the spoon down. "Do you cook?"

"I'm a great cook," he admitted matter-of-factly.

She laughed under her breath. "Okay… Name the best thing you cook."

His eyes narrowed as he tipped his head. "Probably some kind of pasta…" His brows hiked. "I make a _killer _lasagna."

"Yeah?" She nodded. "Well, maybe we could all have dinner sometime," she suggested. "Me, Stefan, you, your uncle… What was his name again?" She paused. "Zach?"

He nodded. "Sure. If you can get Stefan to agree."

Caroline pursed her lips. "So… Would it be overstepping to ask why you and Stefan don't get along?" she wondered.

"They say curiosity killed the cat…"

"Well, the cat has nine lives," she argued, half-grinning. "What's one spent on a juicy family secret?"

His lips twitched. "And this cat hasn't used up her previous eight?"

Caroline shook her head. "Nope. She has at _least _two left."

"Hmm…" He hopped down from the counter, tucking his hands in his pants pockets. "You know… You remind me of someone," he told her, head tipped.

Her brows lowered. "I do?"

"Mmhmm." He moved slowly around the island, eyes set on her the whole time. "Stefan's ex," he said. His brows hiked. "Well, technically not his _ex_ since they never really broke up."

Caroline's face fell. "They didn't?" she asked, her voice a squeak.

He shook his head. "Her name was Juliette… The _love _of his life…" He watched her carefully. "Unfortunately, she died… Tragic, really. She was beautiful, charismatic, just the most _elegant _girl you'd ever met," he told her.

Her mouth drooped into a dejected frown despite how hard she tried to smile. "She sounds…"

"Perfect?" He raised an eyebrow, nodding. "She was. Stefan had been in love with her probably since he was a little boy… Used to tell me that one day he was going to marry her." He half-smiled, laughing under his breath. "I almost thought they would, too."

"How'd she die?" Caroline wondered, eyes darting, brow knotted.

"She had a rare blood disease. She cut herself, it was an accident, but it _just. _wouldn't. stop. _bleeding_…" he said, slowly enunciating his last few words. "It was terrible. She died alone, in the woods not far from our house." He turned his eyes off. "I didn't think he'd ever get over it..."

Caroline was trembling on the inside. The picture Damon painted was horrible. "She died alone?" She looked up at him, her expression stricken.

He nodded, staring her in the eye. "Stefan would wake up in the middle of the night for months, crying out for her. Nightmares," he explained. "He'd be delirious. He used to tell me she was calling for him. That he had to _save_ her."

"Oh my God," she murmured, pressing a hand to her chest, her heart thumping painfully.

"Yeah, it was all _pretty _bad for a while…" He shrugged. "But then Katherine showed up."

Confused, she shook her head. "Katherine?"

"Yeah, she was his…" He pursed his lips. "Let's say, she was his rebound."

"_Oh_." Her gaze dropped.

"See, Katherine…" He clicked his tongue. "She was _nothing _like Juliette… Katherine was dark, seductive…" His eyes flashed wide. "While Juliette, she was sweet, pure, white as snow…" He eyed her. "You look a lot like Juliette, actually."

"I do?"

He laughed. "Yeah, if I didn't know better I'd say you were related."

Caroline stared at him a long moment.

Suddenly, she was distracted by a splash and sizzle; she turned her head to see the soup had begun boiling and overflowed from the pot, bubbling on the stove's element. She hurried over to grab the pot and turn the stove off.

When she turned back around, Damon was holding out a bowl and a spoon, smirking at her. How he managed to get it so quick, she had no idea.

She still felt like his smile was off.

"Thanks," she said hesitantly, before taking the bowl and pouring the soup into it. "So you think Stefan will be up for a visit?" she wondered, changing the subject and forcing cheer back into her voice.

"I think if he knew you were here with me and he never got a chance to see you, he'd be very upset," he told her.

Caroline looked over at him. "That was a weird way of putting that…"

"Did I say that weird?" His eyes narrowed before he hummed and shrugged at her.

She blinked at him. "I think you need to get out more. It's probably the stuffy, claustrophobic house."

"You think I'm just short of The Shining?" He raised a hand and crooked his forefinger at her. "_Redrum_," he mimicked.

She bit her lip as she chuckled. "Okay, I wasn't going to go _that _far, but…" She shrugged. "I mean, you're new to town too, right?" She raised an eyebrow. "So you should get out, meet people, make friends…"

"Avoid going stir crazy in my mostly empty house?" he summed up.

"That would be a plus," she agreed, nodding.

"You raise a good point," he said, eyeing her thoughtfully.

"_Hey!_ Did Stefan tell you about the festival tomorrow?" she wondered. "There's a comet or something; it's supposed to be a big deal." She shrugged. "Anyway, the town's throwing a big festival." She pointed at him encouragingly. "You should go."

"Oh, well, I wouldn't want to intrude… You and Stefan are going on your date then, aren't you?"

"Sure, but I could introduce you to some of my friends," she offered. "I'm sure Bonnie and Elena would be happy to show you around."

He smirked. "I'd be honored."

"Great."

"Great," he agreed, flashing his eyes. "Stefan, you're out of bed," he said then, looking past her shoulder.

Caroline turned, seeing Stefan in the doorway, glaring past her to Damon. "Hey," she said, her smile brightening. "Look who I ran into at the grocery store." She waved her hands back at Damon. "He helped me pick out a soup for you. I knew you weren't feeling well, so I wanted to do something to help out." She pointed at the bowl. "I hope you like Homestyle Chicken Noodle."

"She was going to make it from scratch, but it's always a _little _too salty," Damon shared.

Stefan walked down the two steps leading into the kitchen, keeping his eyes on his brother the whole time. "Thank you, Caroline. That was really sweet of you," he said.

"Oh, it's fine," she dismissed, shaking her head. "And, it was okay, because I got to meet your brother… Who I had no idea was in town." Her brow furrowed. "How are you feeling?"

"Tired," he said, turning to look at her. He reached for her hand and squeezed it. "Listen, I don't want to get you sick… I'm hoping to rest up so I'll be okay to go out tomorrow night."

"I totally get it," she said, nodding. "I've got a ton of homework anyway. But…" She waved her thumb over. "Just make sure you eat your soup, drink lots of fluids, and get some rest. Okay?" She stared up at him searchingly.

"I promise," he assured her, nodding.

"Good." She leaned up on her tip-toes and kissed his cheek before squeezing his hand and letting go. "It was great meeting you, Damon," she said as she side-stepped around Stefan. "And don't forget the festival tomorrow. I'm sure Stefan can fill you in on the details."

"I wouldn't miss it," he said, grinning. He waved. "It was wonderful meeting you, Caroline."

She half-smiled back and then glanced once more at Stefan before taking her leave.

…

Stefan waited until he heard the door close before he raised an eyebrow. "I thought we talked about this… I _told_ you to stay away from her."

Damon shrugged. "We ran into each other in the soup aisle… What a coincidence." He started walking toward the parlour, leaving Stefan to follow after him. "What a girl, huh? She's so… _peppy_."

"Damon," he said warningly.

"No, really…" He stopped near the drink cart and poured himself a glass. "I mean, you really hit the jackpot here. Caroline…" He waved the hand holding his glass through the air. "She's not quite as refined as Juliette was…" He took a long drag of his drink. "I mean, she talks… _a lot_." His eyes widened for emphasis. "And she's nice and compassionate and blah, blah, blah." He snorted. "But she's also got that _little_ bit of insecurity right under the surface. I mean… You should've seen her when I told her about how you used to have nightmares about Juliette and you'd wake up in those cold sweats, just _screaming _for her, scrambling to run out to the woods, ranting and raving that she was calling for you…" He shook his head, laughing. "Caroline just ate it up. I mean, she was somewhere between wanting to kiss all your nightmares away and being terrified she wouldn't live up to Juliette's ghost." He tipped his glass at him and winked. "Priceless."

Stefan ground his teeth. "She's not someone you can just play with…" He shook his head. "She's a good person. She doesn't know anything about this."

"I see where the appeal lays," he went on, ignoring him. "I mean, she doesn't look _quite_ like Juliette. Times have changed, fashion too, obviously, so she'll never have the corset and curls quite right, but even without them… Juliette was a little more _sharp_, wasn't she…?" He nodded thoughtfully. "Caroline's got softer features; she just _looks _gentle, innocent, easily breakable." He raised an eyebrow. "They were both kind of doll-like, when I think about it. It must've been easy for Katherine to snap open Juliette's throat and drink from her…" His brow furrowed. "I wonder if Caroline would struggle, or if she'd just give in, let it happen…" He hummed, eyes narrowed. "She looks scrappy to me."

Stefan's lip curled in a snarl. "Stop talking about her like that. You _won't _hurt her."

Damon smirked devilishly. "So touchy, Stefan… Is it because you're feeling _sick_, brother? Caroline was _so _concerned when she realized you weren't feeling well… I mean, if it wasn't for that, we might not have had a chance to meet…" He shrugged. "Great timing though." He tipped his head curiously. "You were gone a while. Have to stop in the woods for a snack after over-exerting yourself at the hospital today?"

He frowned at him, moving toward the couch to take a seat. "Someone had to clean up your mess."

"Well, were you successful?" he wondered, not the least bit fazed. "Did the powers of persuasion work?"

Stefan tugged at his fingers, glaring at him.

"Remember, if you don't feed properly, none of those little tricks work right," Damon mocked.

Ignoring him, he instead asked, "How long were you with Caroline?"

"Were you worried, Stefan? You think I couldn't have attacked her at any time before now?" He watched him searchingly. "You know how much I like playing with my food."

His jaw ticked. "Damon…" He sat forward, resting his elbows on his knees. "Why are you even here?" He stared at him. "Caroline doesn't matter to you. She's done _nothing_ to you."

"It's not Caroline I want to hurt, brother…" Damon's expression darkened. "Remember that."

His hands fisted. "She's a good person—"

"Stop," Damon ordered dismissively. "You're embarrassing yourself if you think playing that card is going to get you anything."

Moving to an armchair, Damon took a seat, turning his leg up to rest his ankle on his opposite knee. He held his glass atop his leg and watched his brother. "It must really worry you… How easily I could've taken her away today."

"What confuses me is why you _didn't_…" Stefan stared at him warily, shaking his head. "What kind of game are you playing, Damon?"

Damon shrugged. "Guess you'll just have to wait and see, won't you?" He smirked in sadistic triumph before knocking back his drink, dropping the glass down on the end table beside him with a crack, and winking at his brother. In a flash, he was on his feet. "And just so you know… Your girlfriend invited me along to date night… She wants to introduce me to the wonders of Mystic Falls so I'm not so _lonely _and cooped up here." He laughed to himself as he walked away.

Stefan reached up and dragged a hand down his face.

This was not going to turn out well.

…

"So what's going on with you?" Jenna wondered as she watched Elena prepare herself a snack.

"Nothing." She shrugged. "It's just… I don't know. It's been weird." She looked over at her and tucked some hair behind her ear. "This is going to sound bad…"

"Okay…" She pursed her lips and tipped her head curiously. "Should I be in concerned parent or cool aunt mode?"

Elena smiled. "Cool aunt, please."

"Okay. Activated." She pointed at her. "_Go_."

Elena sighed. "There's this boy…"

"Ahhh… Okay." She grinned, nodding. "Tell me more."

She shook her head. "It's not like that."

"Uh-huh, that's what they all say," she dismissed, rolling her eyes.

"No, it's…" She sighed. "He's new and he's smart and handsome and _really_ nice, but…" Her head fell back on a groan.

"But…?" Jenna shook her head. "What? Third nipple? Uni-brow? Secretly a girl?" She raised a hand, eyes wide with emphasis. "Because I won't judge, if that's what you're worried about. Love is love."

"No," Elena laughed, helpless against a grin. "He…" She shrugged. "He doesn't like me… like _that_."

"_Oh_." Jenna's brows furrowed. "_Really?_" she wondered skeptically. "Are you sure? Because maybe he's just shy or…"

"No." Her eyes widened, brows hiked. "Trust me." She bit her lip briefly. "He… He's actually really into Caroline."

"Caroline," Jenna repeated, looking a little surprised. "_Really?_"

"Hey, don't sound so surprised."

"No, no." She waved a hand. "Caroline's great. It's just… There's _you _and then there's _Caroline_." She shook her head. "Just call me biased, okay? Obviously I'll think you're more awesome."

Elena smiled. "Yeah, well… He doesn't." She shrugged. "I don't know. They ran into each other on the first day or something and I guess they _clicked_. And… I get it. I mean, Caroline _really _likes him and he's completely into her, it's just…" she trailed off, frowning.

"You like him," she finished.

"Yes," she groaned, closing her eyes. "And it's dumb. I mean the timing sucks as it is, even if he didn't like Caroline. But… I don't know. I just… There's something about him. When I first saw him, it was like… There was a spark. _For me_, there was a spark."

"But he's firmly interested in Caroline," Jenna said, watching her.

"Definitely," she said, nodding.

"Okay, well…" She frowned sympathetically. "I'm sorry, kid, but I think you're just going to have to go with hoes before bros on this one."

Her lips twitched. "Hoes before bros?"

"Yeah?" She rubbed her apple on her pants to shine it up. "Caroline saw him first, he went for her, so I think you're just going to have to take a backseat and support your friend." With a sigh, she hugged her arm around Elena's shoulders. "Which sucks, I know, but we don't win 'em all. And hey, look at it this way…" She hiked her brows. "At least you're not dating a guy with mommy issues… or cheating issues… Or _amphetamine_ issues. You're just free and single!"

"That's… _one _way of looking at it," she replied, brows furrowed, amused by her aunt's odd way of making her feel better.

The front door swung open then, drawing their attention.

"Jeremy?" Jenna called out, her mood turning from happy to irritated in a split-second.

Ignoring her, he moved toward the stairs.

"Jeremy…" She started after him, angry now. "_Where _were you?"

"More stoner stories?" he asked, pausing on the stairs to look back at her with disinterest. "Look, Jenna, I get it, you were cool once. And so that's…" He gave her a mocking thumbs-up and a vague smile. "That's cool." He started back up the stairs.

"Oh, no, no, _no!_" she said, before throwing her apple at his back.

It hit him just between the shoulders blades before bouncing off.

"Ow! Why? Why… Why did you do that?" he asked, looking back at her in surprise.

"Listen up!" she told him. "Quit ditching class or you're _grounded_." She threw her hand up, staring at him sternly. "No discussion."

He half-smirked at her. "Parental authority, I like it." He grinned, giving her another thumbs-up. "Sleep tight." He finished climbing the stairs, leaving his confused aunt to watch him go, mouth ajar, not sure what else to do or say.

…

Back at the hospital, Vicki was struggling in her sleep, whimpering, her brow furrowed, legs moving as if to run, expression screwed up tight with pain. Finally, she startled awake, looking around in fearful confusion. She sat up, turning in her bed, and found Matt fast asleep in a chair, head propped on his arm. Relaxing a little, she flipped her blanket off and climbed out of her bed, crossing the room to her bathroom.

The artificial light was stark; she could hear the bulb buzzing above. She stared at her reflection in the mirror with a grimace and pushed her hair back to take a brief look at the bandage wrapped around her neck. Dropping her gaze to the sink, she flipped one of the handles and turned it on, letting the water flow over her hands as she rubbed them together under the stream.

When she looked up, she saw the man who had attacked her standing at her back, all pale skin and dark hair and a sinister smirk. With a shocked cry, she whirled around to face him but there was no one there. She stared wide-eyed before letting out a sigh. Breathing hard, she turned back to turn off the taps and walked back into her room. "Matt," she said in a scratchy voice.

She walked to him, laying in the chair, and leaned across to touch his arm. "Mattie?" she asked softly.

Suddenly, it wasn't Matt, but the man who attacked her, veins coming out from under his blood-shot eyes, and elongated fangs bared for attack.

Vicki woke up abruptly from her nightmare, sitting in her hospital bed, panting in fear.

There was no man, no Matt, nothing. She was alone.

…

The following afternoon found Elena and Bonnie handing out pamphlets on the comet in the middle of town square. Much of the town had already gathered; the children were playing, some of them were lined up to get their faces painted, others were milling around the cotton candy trailer.

"Tonight, night of the comet!" Bonnie called out to draw attention, before handing out a pamphlet to a passing couple. "Would you like a program?" As they took one, Bonnie returned her attention to Elena at her side. "So, wait, you're saying you… have feelings for Stefan?" She shook her head, her brows furrowed.

"Not _feelings_. I just… I don't know. I _like _him," she sighed.

"Okay, I'm confused… How is _like _not a _feeling_?"

Elena rolled her eyes, frustrated. "It's dumb. I mean he's into Caroline. I know that. It's just… I _felt_ something." She threw her hands up. "When we met and we talked at the party and yesterday at school, I just… It's like I can _talk _to him and he just _gets _it…"

Bonnie offered a sympathetic smile. "Well, maybe that's because he _does_."

She stared at her, frowning. "What do you mean?"

"His parents died too, remember. Maybe you can just relate to each other…" She shrugged. "Maybe that's what you're feeling. Like a… A _kindred _spirit," she suggested, smiling hopefully.

"Yeah…" She nodded, unconvinced. "Maybe."

"Elena…" She turned to her. "Look, all I'm saying is… _whatever _it is you're feeling…" She stared at her searchingly. "I don't want you to get hurt… I really think Stefan likes Caroline and she _definitely _likes him back," she said, a touch of reproach in her voice.

"Bonnie, it's okay… I'm not going to try and get between them." She blew out a sigh and frowned. "It just sucks, you know? I mean… I feel like this is the first time since everything with my parents that I felt kind of… normal again."

Humming, Bonnie wrapped an arm around her and squeezed. "It'll be okay, you know? There are other hot guys out there."

Elena laughed under her breath and hugged her back.

"Speaking of, Caroline said Stefan's hot older brother might be tagging along and she was hoping we might show him around."

"What?" She rolled her eyes. "You're _not_ serious…?"

Bonnie grinned at her. "Hey, if you're too broken up about Stefan, then more hot, older Salvatore for me."

They shoved each other playfully as they laughed, eventually returning to their job of handing out programs.

…

"Well? Almost ready for our date?" Damon asked, leaning in the doorway, hands clasped in front of him, smirk in place.

Stefan glanced at him as he searched through his clothes for the right thing to wear, towel tied around his waist. "You're not going."

"If I remember correctly, I was _personally _invited by Caroline," he argued, eyebrows arched. "Who am I say no to what _could _very well be my future sister-in-law?"

Exasperated, Stefan sent him a glare. "Damon, I'm _asking _you… stay away from Caroline."

He tipped his head thoughtfully and then said. "Mmm… _No_." He turned his eyes toward him. "But I appreciate the effort."

Sighing, he dug through his clothes some more, eventually picking out his brown dress shirt and a pair of jeans.

"I'll go bring the car around," he announced, grinning. "You finish getting yourself pretty."

"Damon—"

But his brother was gone, disappearing in a burst of speed and leaving a frustrated Stefan behind.

Turning back to his clothes, he dressed, leaving his shirt open as he fixed his hair. He was pulling on a pair of socks when he glanced over to see Zach enter his room. "Hey," he said, before focusing on the buttons of his shirt as he did them up.

"I tried not to ask… I was hoping he'd leave on his own, but Stefan… What is Damon doing here? Why did he come home?" he wondered.

He turned to him and answered plainly, "Because _I _came home. He wants to make my life miserable. That's how he enjoys his." He frowned, looking down at himself as he finished the last button.

"Well, he's putting us all at risk," Zach said, brows hiked. "This girl in the hospital could talk."

"She won't." Stefan shook his head before moving toward his desk, where his leather jacket hung on the back. "I took care of her."

"You're sure?" he asked skeptically.

"I'm not sure, Zach." He blew out a sigh and dragged his jacket on. "I don't know how well it worked." He hated to admit it, but, "I'm not as strong as Damon."

"So what happens if it doesn't work?"

"I don't know." He stared at him seriously. "I'll deal with it." With that, he started for the door.

"Is she worth it?" Zack gathered the courage to ask.

His steps slowed to a stop as he turned to look back at him, brow raised, lips pursed.

Zach was a little softer as he wondered, "Uncle Stefan, this girl you came back for?"

Stefan stared at him a long moment. It wasn't as if he could be mad at him for asking. Zach had every reason to be worried. Where vampires went, people died, especially when Damon was involved and had the opportunity to strike back at Stefan. And on the whole, Zach was looking at it as the whole town's lives and safety versus Stefan's infatuation with a girl he'd only met five days ago. Stefan had considered this fact himself, more so since Damon had reappeared with the promise of chaos. But even now, being asked that very question, he thought of Caroline waiting for him, dressed up and looking pretty and excited. He thought of how she lit up when she saw him and how sometimes, he swore he felt human and alive when he was with her. Maybe it was selfish, reckless even, but…

She was worth it.

He didn't tell Zach that; instead he simply walked away.

His mind was made up.

[**Next**: Chapter Eight.]


	9. Chapter Eight

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season. A lot of this is rewritten directly from the show, at least in terms of characters that wouldn't really be affected by Stefan/Caroline but are still essential to the main plot.  
**Word** **Count**: 5, 534  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It)_**  
-Novel-

**Eight.**

Caroline was freaking out.

She couldn't get her hair to sit just the way she wanted and she was worried the dress she picked made her look too pale but she'd been wearing blue non-stop since she met Stefan and she thought it was getting a little obvious. She'd tried on everything in her closet and she was really regretting not picking up a new outfit specifically for this date.

Letting out a loud sigh, she sat back down at her vanity and checked her make-up. Aside from her hair, which looked fine, just not as perfect as she wanted it to, she looked pretty. Not phenomenal or gorgeous or runway beautiful, but pretty.

She groaned at her mirror image, feeling frustrated, and checked the time again.

Stefan was going to be there any minute and she felt like she was going to ruin everything before it started. This was their first official date, meaning it was the _start _and she wanted it to be just right. So she was a perfectionist and a control freak and those weren't really attractive qualities in a person. She knew this, but that was just what she was, no changing her now.

Closing her eyes, she took a deep breath and let it out, motioning her hands down in a calming gesture. When she opened her eyes, she glared at herself. "You are not ruining this. You are going to be funny and nice and charming and he will laugh at your jokes and hold your hand and maybe even kiss you!" Her brows hiked. "So pick an outfit, fix your hair, and find some damn pride!"

Letting out a harrumph of a sigh, she nodded, and did just that.

Standing up, she picked out the pale yellow sundress she liked, with the spaghetti straps and sweetheart neckline. She found a nice grey shrug to put overtop and added a long, dangly necklace. She dug out her dark brown boots and pulled them on before taking her measure in the mirror, smoothing out her dress and checking out every angle. With a nod, she thought she looked sweet. Maybe a little lighthearted and flirty, no pressure; it would work for a first date, she decided. Finally, she sat back down to work on her hair; she parted it on the left and finger combed through the too tight curls until they were more like natural waves. With a little hairspray and some perfume dabbed on her neck and wrists, she stood back and told herself she wouldn't fret anymore.

She left the room and with it, abandoned the insecurity that came with constantly looking in the mirror, and went downstairs to wait.

She checked the clock every few seconds, making sure not to stand near the door because she didn't want to look too eager. But every time a car passed, she sat up a little straighter on the couch. Finally, she heard one come to a rumbling stop, idling as footsteps could be heard coming toward the house. She swallowed back the giddy excitement and waited for the knock before she climbed off the couch and moved slowly to the door.

As she pulled it open, she was greeted with Stefan, wearing a nice shirt and his patented leather jacket. He was rubbing his hands together and casting a look back at the car, turning only when the door opened, his mouth open to greet her.

His eyes widened with appreciation. "You look _beautiful_."

Caroline's smile stretched. "Thank you! So do you." She shook her head. "Or, um, handsome. You look handsome," she said, laughing lightly.

"Thank you," he accepted, nodding. "All ready to go?"

"Yes!" She reached behind her to close the door as she walked out to meet him. "Are you excited for the festival?"

"Sure, I think it'll be fun."

"Me too." She walked down the stairs beside him. "Are you really into astronomy or anything?" she wondered.

"I've read my fair share on it," he admitted.

"Bonnie was telling me and Elena that the comet was actually a bad sign, like an omen." She nodded at his raised eyebrow. "Yeah, I know, crazy to put stock into that kind of thing. But I guess the first time it passed over, there was like mass-murders or something and ever since there's been this witchy, paranormal _thing _attached to it."

"Really?" He looked away thoughtfully.

As they reached the car, Caroline looked over to see Damon in the driver's seat, leaning across to grin at her.

"You came," she said brightly.

"Well I couldn't miss it after you invited me," he answered before crooking his finger at her.

She laughed. "Well, personally, I'd rather you go to a festival and make a few friends than on a killing spree, so…"

Stefan stiffened next to her, his eyes wide.

"Relax, brother, Caroline likened my hermit ways at the Boarding house to The Shining the other night."

Mimicking him, Caroline crooked her finger up at Stefan. "_Redrum_."

Stefan swallowed thickly and offered a stiff smile before pressing his hand to the small of her back. "We should get going," he said.

Shrugging, she reached for the door.

"Stefan, why don't you hop in the back?" Damon suggested. "Be a gentleman; let Caroline have the front seat."

"Oh, it's fine," she assured him.

"No, I insist," Damon encouraged, staring between them.

"I'll take the back," Stefan said, reaching for the seat to push it forward before climbing in.

Caroline took the passenger seat and closed the door.

"Don't forget your seatbelt," Damon told her, smirking. "Safety first, right, Stefan?"

"Festival, Damon. _Now_."

"Don't mind him. He's still a little under the weather," Damon told her, tisking under his breath.

Caroline shifted in her seat to face Stefan. "Are you?" she asked, concerned. "Because we can just go back to the Boarding house, if you want. Reschedule," she offered, trying to smile through her disappointment.

"I'm fine," Stefan reassured her, reaching out and covering her hand on the seat. "Really." He nodded. "We'll have a great night."

"The _best_," Damon said, before abruptly pulling away from the curb and onto the street.

Caroline smiled at Stefan before shifting back around to face the front. "So Damon, are you excited for the festival?"

"You know, Caroline, I don't think I've ever been this excited for a town event."

"Well, if you like it, maybe I can convince you to join some of the local committees," she suggested, smiling. "We have so many, and we always need volunteers."

"That sounds like fun." He turned his head. "Doesn't that sound like fun, Stefan?"

"Tons," he answered shortly.

"Did you talk to your friends, Caroline?" Damon wondered, glancing at her. "Because I really don't want to intrude on your and Stefan's date…"

"Oh, right. Yes!" She nodded, pulling her phone out to text Bonnie. "They said they'd be happy to show you around!"

"Friends?" Stefan sat forward, his brows hiked.

"Yeah, I asked Elena and Bonnie if they wouldn't mind being Damon's guide at the festival," Caroline shared, smiling at him briefly before returning her attention to her phone.

"Wasn't that nice of her?" Damon asked, smirking back at his brother.

Stefan ground his teeth and sat back in his seat, turning his brooding gaze out the window.

"You'll really like them. Elena's super nice, and Bonnie's funny and smart and a good listener," she listed.

"Well I'm looking forward to meeting them."

"Great," she said, grinning at him as her phone chirped with a message from Bonnie. "Looks like they're excited to meet you too."

"_Perfect_," Damon said, turning a grin out at the road.

…

At the Mystic Grill, Jeremy was on his way to the bathroom when he ran into a familiar face. "Vicki, what are you doing here?"

She stopped, arms swinging at her sides. "Fighting with Robert about my schedule."

At the pool tables, Tyler noticed them and stared jealousy.

Unaware, Vicki put a hand to her forehead and sighed heavily. "You'd think getting ripped up by a rabid animal would merit an extra sick day."

"Are you feeling okay?" Jeremy worried.

"I hurt," she sighed.

"Well, the doctor gave you something, right?"

"The kid stuff," she scoffed. "Nothing with an 'o' in it."

He laughed, grinning at her.

She shrugged. "I think they were on to me."

Jeremy dug into his hoodie pocket and came up with a bottle of pills. "Here," he told her. "Knock yourself out, literally."

Taking the bottle, she smiled. "Thanks, Jer." She unscrewed the top and tipped it back into her mouth.

"So you gonna, uh… watch the comet later?"

She capped the bottle and turned her eyes away, frowning. "I hadn't really thought about it." She gave a quick nod. "But I could be talked into it."

He grinned.

"I'll meet you out there in a few."

Just then, Tyler approached. "Hey, Vick. How're you feeling?"

"Like you care," she dismissed with a scoff, before walking past him.

Amused and triumphant, Jeremy turned, smiling.

"What are you lookin' at, Gilbert?" Tyler asked aggressively.

He shrugged, still smiling, and walked past him, feeling good about the change of tide.

…

Stefan and Caroline walked close together while Damon stood on her other side, surveying the collection of people with a raised eyebrow.

"So Bonnie said they'd meet us over in front of the Grill," Caroline said and cast her eyes in the direction of the restaurant.

They moved through the crowd of people, a crescendo of noise consisting of everyone talking and laughing, shouting after children running to and fro. Caroline narrowly avoided a group of kids rushing past, one of them holding a hula-hoop forward as if to try and catch the others with it.

Damon's hand, braced on her arm, drew her back just in time.

"Thanks," she said, looking over at him.

"My pleasure," he returned.

When they reached the blocked off street in front of the Grill, Caroline searched the crowd of faces and finally spotted a familiar one. "There they are." She stepped forward off the curb. "Bonnie!" she called, waving a hand.

Her friend turned, seeing her, and smiled widely before moving to meet her, Elena at her back.

As they met in the middle, Caroline turned. "Okay, so Damon, this is Bonnie Bennett and Elena Gilbert," she introduced, pointing at each. "The two best guides I could find you."

"I don't know about that, I'm sure you would've been a great guide," he said back to her, grinning.

She laughed under her breath. "_You _are too charming," she told him, shaking her head. "So I'll leave you in their capable hands," she said, waving back at her friends. "And if you need anything at all…"

"I'll send out the Stefan signal," he assured, wiggling his eyebrows animatedly.

Amused, she looked back at her friends. "Are you guys having fun?"

"Well, so far we haven't died from paper cuts," Bonnie answered, before holding up a stack of pamphlets. "Program?" she asked them.

Stefan held a hand out for one and nodded appreciatively. "Thanks."

"Sure. You guys just get here?"

He nodded. "Caroline mentioned popcorn so I think that's our first stop."

"Ugh, it smells so good my mouth is watering," Caroline told them, eyes wide for emphasis.

Stefan smiled at her.

Caroline glanced at the others. "So you guys are good then?"

"I'm sure we can handle showing him around one festival," Elena assured. "Damon, was it?" she wondered, looking up at him.

He turned to look at her, head tipped thoughtfully. "Yes," he said, eyes narrowed. "Elena, right?"

"Mmhmm."

"And Bonnie," he said, casting his attention to the other girl.

She offered a lopsided grin. "Right."

"Perfect." He turned back and clapped his hands together. "Well, I guess I'll see you later, brother. Have a nice date," he offered, before holding out his crooked arms to the two girls.

Laughing, Bonnie and Elena each took an arm. With that, Damon walked off into the crowd once more, smirking at his two new guides.

"I think that worked out perfectly," Caroline said, turning to Stefan.

He frowned after his brother.

"Is everything okay?" she worried.

He sighed. "Caroline… My brother, he's…"

"I know you guys are having some issues," she said, reaching for his hand. "And I totally want to respect that, I do. I just…" She frowned. "He sounded kind of lonely when we talked and like he really wanted to make up for whatever happened that made you guys fight…" Her brows hiked as she stared at him searchingly. "Please don't be mad… I just thought, this way, he could get out, maybe make some friends, and then he wouldn't always be around at home either."

He half-smiled at her. "I know. I get it." He squeezed her fingers. "But Damon is… _trouble_."

"Well, Bonnie and Elena are tough. I'm sure they can handle him," she teased. "Now…" she reached up and tugged on his leather jacket. "I think somebody promised me some popcorn."

His smile widened helplessly. "I did."

She swung their hands as she moved to stand at his side. "You know my dad once told me that the path to love was paved with fulfilled promises…" She cast her eyes away. "Of course, he broke his vows and ran off with his lover, so how much stock can you really put into that?"

He snorted, shook his head, and squeezed her hand as he tugged her forward, walking toward the popcorn cart. "Maybe not all of his advice was wrong," he offered.

"Maybe," she said softly, gazing at him as she felt his fingers knit with hers.

After buying a bag of popcorn for her, they wandered around the festival to see what it had to offer. It was a relatively small event in comparison to some of the others Mystic Falls had thrown in the past, so Caroline found herself telling him about those she'd often had a hand in putting together.

"Wait, so you had to put together a giant float by yourself in one day?" he asked, his face rife with surprise.

"Mm, not exactly 'had to'… We were basically told we'd have to scrap it because the footballers were supposed to put it together but they _totally_ slacked off and didn't. And, well, I couldn't _not _have that float in the parade. I had a sequence… It was supposed to go band, cheerleaders, football, soccer, and so on…" she explained, waving her hands. "But if the footballers weren't there then it threw the balance off."

"Couldn't they just walk in between the cheerleading float and the soccer float?" he wondered.

She let out a heavy sigh and waved a hand. "No, no, no."

Stefan chuckled under his breath at her intensity.

"See, if they walked, then it would completely ruin the flow of floats. So then it was suggested they could walk at the front, but that just…" She shook her head. "I had a plan and I really hate having to deviate."

"I can see that," he said, biting his lip.

"I know." She chewed her lip self-consciously. "I'm like headlining my control freak problem right now."

"It's fine. It's kind of cute."

She raised an eyebrow and snorted at him. "Okay, obviously the artificial butter is going to your head," she told him, stealing her bag of popcorn back from his hands.

He laughed. "So what happened?" he wondered, crossing his arms lightly over his chest.

"Well… I talked Bonnie, Elena, and Matt into helping out first. Then I bribed the yearbook committee and Matt dragged Tyler along. And _Tyler_, jock that he is, managed to get a few of his football buddies to actually show up, so…" She rolled her eyes. "It wasn't the _best _float that day, but it was passable."

He nodded, staring at her. "That's pretty amazing when you think about it."

"Yeah." She shrugged. "I don't know. It gets kind of…" She shook her head. "It's weird. I mean… I don't want my biggest accomplishment in life to be that I put together a float in less than 24 hours or saved prom from being an epic fail." She rolled her eyes and picked at her popcorn. "I just, I guess I sometimes feel like the things I do or that I dedicate myself to, they're superficial… And it's not like I don't _know _that, it's just… It's easier." She looked over at him, letting out a heavy sigh. "I know how to take control, it comes naturally, so at least when I'm doing that, I know that it's something I _can _do and probably won't screw up."

Stefan stopped in his steps, watching her walk a few more before turning to face him curiously.

"Whatever you choose to do, as long as you're happy, that's all that matters," he told her seriously. "And you know, I think you take control because in the end, you want these things to be the best they can be, not just for yourself, but for others… I think you have a bigger heart than even _you_ know, Caroline."

She swallowed tightly, staring at him with wide eyes. Reaching for him, she tugged him closer by his jacket. "What do you see in me that makes you think that?" she wondered, forehead wrinkled with sincere confusion. "Because I've been honest with you, _really_, brutally honest, and most guys…" She laughed cynically. "Most guys would've run for the hills the first time I admitted I was a high maintenance control freak…" She poked him. "And yet here you are."

"Then those guys would be idiots." He shook his head, stepping even closer, until her hand splayed against his chest and their toes touched. He leaned his head down toward her and smiled. "I don't expect you to be perfect, Caroline… I know I'm not." He shook his head. "I like you as you are."

She swallowed tightly, staring searchingly into his eyes, and then her hand slipped up and around his neck and she leaned up on the tips of her toes to slant her lips across his. She hummed as he pressed against her, his mouth fitting and moving, lips sucking, tongue stroking. She dropped her popcorn and it scattered in the grass. She wrapped her arms around him, fingers furling in his hair. His hands squeezed her waist briefly before sliding in opposite directions, one burying in her hair while the other rubbed her lower back.

He tasted salty and buttery from the popcorn, but there was something else underneath, something warm and coppery. His lips were smooth but firm and she knew she was romanticizing it, but she felt like they fit hers, like they were made with the right curves and indentations to lock into her own.

Passionate and deep became slow and sweet, and their grip loosened on each other. His fingers were lightly stroking her neck and his lips sipped at hers, lightly biting, his eyes open, meeting hers. She slid her hands around to frame his face, thumbs rubbing over the sharp arch of his cheeks.

"This is a family festival," he murmured, but continued pressing tiny pecks against her lips.

She quirked her head curiously. "Do you think we scarred all the children?"

He chuckled. "They'll survive."

She hummed, pressing her lips to his for one last drawn out kiss and then she tipped her head back. "My popcorn fell… Or I dropped it, same difference."

"A casualty, already." He shook his head. "Bonnie was right; this comet is obviously an omen."

She giggled. "You're right… We should pack it in." Her nose wrinkled as she sighed in faux-remorse. "Head back to your place or my place, curl up on the couch, wait out the mayhem together."

"Sounds romantic," he agreed, nodding.

"Very."

"Caroline!" she heard.

Her face fell. "It _is_ an omen… An omen that all good moments will be interrupted," she muttered.

He chuckled under his breath and squeezed her waist.

Caroline turned her head to meet who was coming her way. It was one of her fellow committee workers, but she couldn't for the life of her remember what her name was or what committee they both belonged to.

"Hey… _you_," she said, smiling brightly.

"Hey, listen, I need your expertise on something…"

"Oh, um…" Her brows furrowed. "Is—Is there any way we could maybe do this later, because I'm…" She pointed a thumb at Stefan. "I'm on a date. A _first _date and—"

"It'll only take a minute," the girl said apologetically. "_Please_."

Caroline turned her eyes back to Stefan.

"It's okay. I'll go grab us another popcorn."

She sighed, nodding.

He kissed her temple before he walked off toward the popcorn cart and Caroline watched him go, biting her lip appreciatively. Until she noticed Miss Still-Couldn't-Remember-Her-Name also staring after him with wistful desire. Snapping her fingers in the girl's face, she pursed her lips to show her displeasure. "Expertise," she reminded.

"Oh. Right." She held out a folder.

Caroline spent the next twenty minutes figuring out the mess the girl had dropped into her lap. Finally, when she turned back to Stefan, he handed her a Coke and a half-eaten bag of popcorn.

"Is it just me, or is it getting dark?" she wondered.

He half-smiled. "Somebody mentioned they'd be lighting the candles soon," he told her, holding out the bag of popcorn.

She dug out a handful and ate a few pieces. "We might as well stay… The couch will still be there after, right?"

He nodded, sliding his arm around her waist, hand settling on her far hip. "You want to find your friends?"

"Mmm…" She shrugged. "In a bit." She rested her head on his shoulder and continued picking at the popcorn. "Remember at the party and you wanted our first date to have less people?"

He laughed. "Yeah, apparently that didn't work out."

She smiled. "Maybe our second date," she suggested.

He nodded, his fingers lightly stroking her side. "Does our movie weekend count as a date?"

She shrugged. "It could, sure."

"Maybe on Sunday we'll do something out of the house… Have a picnic or something."

She turned her head back to see him. "All right, but no _way _are you getting me in the woods," she warned. "We'll picnic in the backyard!"

He bit his lip, amused.

"Don't give me that look. There're been _way _too many animal attacks. I refuse to be a statistic, Stefan!"

He laughed deeply. "Okay, no forest," he promised.

"Good." She turned her head and kissed his jaw.

Eventually, as the night filtered in, they had to go and collect their candles and the plastic cups that would catch the dripping wax. They found Bonnie and Elena along the way and Caroline frowned.

"You are missing a handsome Salvatore," she said, head tipped.

"Yeah…" Elena shrugged, her eyes wide for emphasis. "He was there one minute, gone the next… Sorry Care. We didn't know he'd wander off."

"Oh." Her lip jutted out. "Well… I guess it's not really his scene."

"It's fine." Stefan rubbed her shoulder and squeezed. "Damon's more of a loner. He probably just needed some time away from the crowd."

"You think?" she wondered, not so certain.

He nodded. "Regardless, I'm sure he appreciated you inviting him."

She beamed at him.

"So…" Bonnie said, moving over to link her arm with Caroline's, wiggling her eyebrows at Stefan. "You excited for the comet?"

"Yeah, should be fun…" She twisted her mouth up to one side. "Hey, they fly by pretty fast, right?" She checked her watch. "Like it'll be over pretty quick and we can head home…?"

She laughed. "Wow, Caroline, _subtle_."

She shrugged, grinning. "I'm just _saying_…"

"There's Matt and Tyler," Elena said, waving a hand at the two boys.

Caroline turned her head to see and the group of three followed after Elena, walking ahead of them.

"Did you get your popcorn fix?" Bonnie wondered.

"Twice over," Stefan answered. "I think we're all popcorn'd out."

"Mmhmm." Caroline nodded. "It's cotton candy next."

He grinned down at her and she smiled back, letting her head fall to his shoulder.

"Ugh, you two are gonna be one of _those _couples…" Bonnie teased.

"What couples?"

"The cutesy, touchy, perfect couples that make everybody roll their eyes while secretly wishing they had the same."

Stefan chuckled under his breath while Caroline shrugged. "I can live with that," she admitted freely.

Elena moved back toward them, tucking her hair behind her ear, her candle lit. "What'd I miss?" she wondered.

"Just Stefan and Caroline officially making me resent my single status," Bonne said with a half-grin.

"You know any guy would be lucky to have you, Bon," she assured, smiling.

"Yeah, tell that to the male masses," she snorted.

Elena turned her attention to Stefan, tipping her candle. "Here," she said, letting the fiery wick touch his.

"Thanks," he said, half-smiling at her.

She stared up at him.

Caroline's forehead wrinkled momentarily but she was distracted when Stefan squeezed her hip and she looked down, tipping her candle to meet his flame.

She let it stay there a moment longer, the combined flame looking bigger, brighter, stronger than any other.

Bonnie moved over to light hers off of Elena's and they wandered back over to Matt and Tyler.

Stefan turned Caroline so she was facing where the comet could be seen, a trail of white following after it.

"It's pretty," she murmured, resting her head back and sighing softly. "For an omen of death and destruction."

He laughed lightly. "I'm not doubting Bonnie, but… I think in this case, it's just a ball of… snow and ice… trapped on a path that it can't escape. And once every 145 years, it gets to come home."

"That's kind of sweet…" Her brow knit. "Long time to wait though."

"It is," he agreed. "But maybe it needed all that time and when it came back, it was ready for what home was like now…"

"But it doesn't get to stay…" she murmured. "It leaves again, for another 145 years…"

"Yeah," he said quietly.

"That's depressing." She looked up at him. "I officially feel bad for a lonely comet."

He smiled at her, ducking his head. "Ick?" he asked.

She bit her lip to hide her smile. "Ick," she agreed.

He just stared at her for a long moment, his gaze washing over her face.

"Can I ask you something?" she murmured.

He nodded.

"Damon told me about Juliette…" she started, her eyes falling. "That she died… and you were in love with her."

He swallowed tightly. "She did… and I was."

"He said you wanted to marry her."

"He said a lot," he muttered under his breath.

"I'm sorry… I know it's probably hard to talk about and—" She blew out a breath. "We're new and just starting out and I shouldn't be bringing up exes or—or girlfriends that died tragically. I just…" She shook her head. "It was the _way_ he talked about her… About how you felt. It was so…" She trailed off, her face falling. "It was like he didn't think you ever could love anyone after that."

"I didn't think I could," he admitted.

She looked up at him, eyes wide with both surprise and, despite herself, a little awe. "You were that in love?"

"Juliette was…" He shook his head, his eyes turned off to the distance. "I'd known her just about my whole life… She was…" He smiled involuntarily. "I—I think we fell in love when we were children and we didn't grow out of it…" He licked his lips. "And when she died, it felt like… like part of me had been ripped away."

Caroline's heart throbbed in her chest. "That…" She inhaled deeply and let it out on a heavy sigh. What she wanted to say was that was a very high standard to meet. How was she supposed to compare to a girl who wasn't even alive anymore? Instead, she rubbed her hand down his back. "I'm sorry you lost her," she said sincerely.

He nodded, his lips pressed in a line. "I'm always going to love Juliette," he admitted, turning to look at her. "But I let go of being in love with her a long time ago…"

She stared up at him skeptically.

"Really…" He smiled softly. "She was an important part of my life and I'll never forget her. But she's gone now and… She wouldn't want me to waste my life wishing she wasn't."

Hesitantly, Caroline nodded.

She wasn't so sure she'd be so selfless. She was pretty sure if she died she'd expect a lifetime of mourning.

"It's like the comet," he told her, his fingers dancing at her neck as he turned his chin up to look at the sky. "Juliette was the cycle that passed 145 years ago… And now I'm here and it's all new, different, _special_…"

She hummed thoughtfully. "145 years, huh?" She grinned up at him. "Now who's planning out our future?"

He laughed, squeezing her, and she smiled brightly.

She couldn't say for sure that Juliette wasn't still a main player in his heart, but she wanted to trust him, she wanted to be with him, and she didn't want to let the ghost of a girl she never knew get in the way. She respected that he'd loved her, but if he said he was ready to move on then she was willing to be the one he moved on with.

…

Damon needed a breather.

Bonnie and Elena were friendly and not nearly as annoying as most girls their age. But Elena looked like Katherine and there was a part of him that didn't want to stop staring, didn't want to drag his eyes from her face for the briefest of seconds. But then she'd speak or laugh and suddenly he'd remember she wasn't Katherine. She didn't _move _like Katherine did, with an air of superior confidence. The voice was the same, but the emphasis Katherine used was missing. She was just a mirror image with none of the same qualities. Add his mixed feelings to the thick, loud crowd and Damon's easy irritability of late, and he had a problem. Somehow he didn't think turning it into a bloodbath would work out in his favor. And Stefan… he was off on his first date with Caroline.

He frowned, picking at the label on his beer.

He wasn't sure what he thought of Caroline.

She was… _cheerful_. It'd be nauseating if he couldn't see it was at least partly a façade. When her smile fell away, she was insecure and chipped and not at all like the fine, perfect china doll that Juliette was. She had shadows and imperfections and she was all too aware of them. If the situation were different, he might have exploited those very insecurities. He couldn't deny she was beautiful; his brother at least had good taste. But porcelain skin and blonde hair wasn't normally his style; he preferred the darker beauties. He preferred Katherine.

The sound of pool cues cracking against balls echoed behind him as he tipped his head back, licking his lips. He considered returning to the _festivities_, if only to find his brother and irritate him by distracting Caroline. Maybe he'd become her friend, carve out a place for himself so that Stefan was constantly worried about what his next move would be. He smirked to himself.

"I know you…" a voice called.

Damon turned his head to look, frowning to himself, and realized it was Vicki Donovan, her throat wrapped in gauze still from his attack in the woods. He pursed his lips, gave it only a second's contemplation, and returned, "Well that's unfortunate."

She was confused, her forehead wrinkled, and she walked toward him, hands tucked in the back pockets of her jeans as she worked at trying to remember _how _she knew him. This was Stefan's fault; him and his all-bunny diet. If he'd just indulge with human blood, his compulsion would have worked.

"I don't…" Vicki shook her head. "I don't know _how_, but…" She stared at him, her expression almost stricken. "_Your face_," she murmured.

He stared at her, watched as her eyes filled with tears, as she fought them back with a confused laugh.

"Excuse me," she said, giving her head a shake. "Sorry." She rushed off past him, head ducked.

Damon watched her go, brows hiked momentarily, before he turned back to his beer, half-smirking to himself.

In the bathroom, Vicki turned over the bottle Jeremy gave her and dropped two pills into her palm. She knocked them back into her mouth and then bent, turning the tap and filling her hand with cool water to wash them back with. She flicked her hand of the leftover, dripping water and stood upright. In the mirror, she saw Damon, and opened her mouth to scream in the same split-second that he attacked, mouth open wide, fangs out, eyes shot black with blood, veins rippling underneath.

Her scream echoed in the bathroom.

[**Next**: Chapter Nine.]

* * *

**Author's Note**: _Okay, so, little bit of a later update than usual. I have a beta now, the ever-lovely **Shannon**, and she's been amazingly helpful in catching all of my errors and making sure this is as smooth a read as it can be. So chapters will be dropping by her first before they go up, meaning a slight delay, but a better read, yes? Also, I'm starting back at college next week, which means my time to write and post are significantly altered, so expect that it will likely be around a week per update, depending on how much homework I end up with._

_I just want to thank everyone who's read and reviewed and been so supportive with this story. (Special shout-out to **Mel**, who's made all of my amazing graphics for this story and been such a supportive reader/reviewer throughout!) You're going to start seeing certain characters deviate from canon season 1, as Caroline and Stefan's relationship begins to affect certain people and their behaviors and actions. I hope it'll be enjoyable to all of you, even if some of you were hoping for certain pairings that may or may not come true here. I've decided on which direction I want to take everybody and I have a plan in mind, so I hope you'll come along for the ride._

_Unrelated to this particular story, for any of you who might be interested, I'm working on a Caroline/Elijah oneshot currently and hope to have it up soon. So if you ship them, or if you're curious, I hope you'll give it a shot._

_Again, thank you, everybody! I hope you're enjoying what I have so far and that all future updates won't disappoint!_

_Happy (belated) New Years!_

**-Lee | Fina**


	10. Chapter Nine

**Title**: Second Chance (And I Won't Waste It)  
**Category**: The Vampire Diaries  
**Genre**: Romance/Drama/Humor  
**Ship**: Stefan/Caroline  
**Overall Rating**: Explicit/NC-17 (eventually)  
**Chapter** **Rating**: Teen/PG-13  
**Spoiler(s)**: The entire first season. A lot of this is rewritten directly from the show, at least in terms of characters that wouldn't really be affected by Stefan/Caroline but are still essential to the main plot.  
**Word** **Count**:7,331  
**Summary**: [A rewrite of Season 1 with Caroline as Stefan's love interest.] Stefan tells himself he's only back in Mystic Falls to find out why Elena looks so much like Katherine, but the more time he spends with Caroline, the less he can convince himself.

**_Second Chance (And I Won't Waste It)_**  
-Novel-

**Nine.**

Jeremy rushed toward the table where Tyler, Matt, Bonnie, and Elena were sitting.

"Hey, has anyone seen Vicki?" he asked worriedly.

"You're her stalker," Tyler returned snidely. "You tell us."

"I can't find her!" he answered.

Matt looked between the two boys, his brows raised, lips pursed.

"She probably found somebody else to party with." Tyler smirked. "Sorry, pill pusher, I guess you've been replaced."

Elena's brows furrowed. "What's with the pill pusher?"

"Ask him." He nodded his head toward her brother.

"You wanna do this right now?" Jeremy asked, brows knotted as he glared at him.

Elena stood from her stool. "Are you dealing?" she demanded.

Sighing, Jeremy merely looked at her.

"She's never gonna go for you," Tyler told him.

"She already did," he snapped back. "Over and over and over again."

"Yeah, right," he dismissed.

Sighing, Matt turned his eyes up in irritation.

"There's no way," Tyler said, shaking his head.

"And I didn't even have to _force _her into it," Jeremy reminded.

Matt tipped his head, eyes narrowed, and stared at his best friend. "What the hell is he talking about, Ty?"

"Nothing, man, just ignore him, he's a punk."

"You know what?" He waved his hands. "How about all of you shut up and help me find my sister?" Matt looked around at each of them, arching his eyebrow.

"I'll check the back," Bonnie said.

"I'll check the square," Matt agreed.

"I'll come with you," Jeremy said, nodding toward Matt.

"Oh, no, no, no," Elena said, moving to take his arm and pull him away. "You are coming with _me_."

They stopped in a doorway and she turned to him. "So that's your game now, dealing?"

"I'm _not _dealing," he snapped back.

"Look, I'm _sick_ of the tough love speech, Jer. It's clearly having no impact."

His eyes narrowed. "You and Jenna, between the two of you, it's enough already!"

She nodded. "We can stop if you want…"

He leaned back against the arched doorway.

"Send you to a therapist where you'll be _forced_ to deal with it," she continued, "or to rehab." She shook her head. "Where you'll sit in group and tell some stranger how you let your life fall apart…"

He stared down at her, jaw flexing.

"Or you could _talk_ to me," she offered gently.

He dragged in a breath, pushed off the wall, and said, "I vote for none of the above," before he walked away.

Elena let him go, grinding her teeth.

…

"_No_…" Stefan craned his head back. "Pretty sure that's a plane too."

"Buzzkill," Caroline complained lightheartedly. "One lousy comet and I can't get a shooting star?"

He turned back to her and grinned, swinging their twined hands between them. "Yeah? What were you going to wish for?"

"Nu-uh!" She shook her head, wagging a finger at him. "You can't tell a wish or it won't come true."

"Well, so far your luck on shooting stars has been pretty bad…" he reminded, brow raised. "So you might as well share it."

She shrugged. "Nope! I'll just save it for the birthday candles."

He chuckled under his breath. "How about a hint then?"

"Mmm…" She turned, stepping toward him, lips twisted up thoughtfully. "Well…" She smoothed her hands around his neck, finger lightly playing with the ends of his hair, and tipped her head back. "I _might _be persuaded…"

He leaned forward, their foreheads pressed together. He slid his hands around to her back and tugged her forward. She pressed against him, their hips aligned, and he felt her nails drag down the nape of his neck. She stared up at him, her dark lashes fanned out, her eyes a jarring shade of blue.

"I can be persuasive," he murmured before his lips settled over hers, heavy as he sucked at her lips, chasing the taste of her watermelon lip balm and the cinnamon gum she'd been chewing earlier. For a moment, he forgot all about where they were, the danger that now lurked in Mystic Falls, and that he was trying to get her secret wish out of her. There was just the soft lips of Caroline Forbes, the delicate scent of her hair invading his every unnecessary breath, the butter-soft fabric of her dress twisting up under his fingers, and the feel of her tongue stroking his, flicking the underside of his upper lip. He could get lost in her, easily, without complaint.

"I like your interrogation skills," she said between kisses.

He chuckled against her lips. They spent a few minutes just like that, with his fingers loosening to draw circles over the small of her back and the harsh, desperate press of their lips fading into slow, lingering, sipping kisses.

She hummed happily, tugging lightly at the collar of his shirt and tipped her head to one side.

She was panting and her lips were swollen, her cheeks flushed. He didn't think he'd ever get tired of how beautiful she was. He reached up and tucked her hair behind her shoulder, his thumb stroking lightly at her neck, her pulse hammering away. "How'd I do?" he asked, remembering suddenly how it all started.

"Good. Very good," she encouraged, arching her eyebrows for emphasis. "_But_… I'm not easily convinced."

He grinned, leaning back in.

"Hey!" a loud, male voice shouted, demanding attention.

They turned, blinking as if to leave the daze they'd been in, a bubble, separate from the outside world.

Matt walked toward them. "Have you guys seen my sister?" he wondered worriedly.

Caroline stepped back to face him and shook her head. "No, why, what happened?"

He frowned, giving his head a hard shake. "I can't find her. She's missing."

"Oh…" She glanced at Stefan. "We can help look," she offered.

"Of course," Stefan agreed.

"There's Bonnie," Caroline noted, spotting her across the grassy field they stood on. "We'll just check with her, see if she's heard anything," she decided, starting toward her.

"Stefan," Matt called after him.

He paused, gave Caroline's hand a squeeze, and told her he'd catch up.

She nodded at him before moving toward her friend.

Matt stared at him a long moment as he walked the few short steps back, tucking his hands in the pockets of his jacket.

"I saw you at the hospital yesterday," he said, his voice hard, accusing.

Stefan's brows furrowed momentarily. "Did you?"

His brow ticked up briefly. "What were you doing there?" He waved his hands quizzically.

He stared at him a long moment before answering simply, "Visiting."

Matt's eyes narrowed skeptically. "Visiting?" He looked him over before lifting his chin. "You know… I don't know what's going on between you and Elena or you and Caroline… But I've known them for a long time and… Elena and I, we might not be together right now, but I look out for her. I'll always look out for her."

Stefan nodded. "Elena is a friend," he told him sincerely. "I have no feelings for her beyond that."

"And Caroline?" he asked, brow raised.

"Caroline…" He turned his head and searched for the familiar blonde hair. "She's different," he mused.

Stefan's brows furrowed then as he thought he heard familiar voices in the distance. He could just barely make out Damon saying, "You really have to stop screaming."

And Vicki answering, "No, please, stop. Don't…"

"Shh," his brother soothed. "I've got you."

"Speaking of," Stefan said, returning his attention to Matt. "I should get back to her." He nodded. "I'll keep an eye out for Vicki. We'll do what we can to find her," he assured.

Matt still looked skeptical of him, but he nodded.

Stefan moved toward Caroline, but when he was sure Matt had left to continue his search and Elena was still busy with Bonnie, he sped off in the direction he'd heard Vicki and Damon's voices.

Way above on the brick roof of a building, Damon had Vicki next to him as they stood on the ledge, his hand around her bicep as she cried, struggling to get free of him.

Damon shook her around a little so her loose footing would scare her, smirking all the while.

Stefan sped up before leaping up and landing easily on the ledge, his brow furrowed as he stood adjacent to them.

"Not bad," Damon mocked, his hand covering a crying Vicki's mouth. "Did you snack on a bunny before your date?" He wiggled his eyesbrows. "Smart move, brother. You want pretty little Caroline for a dinner _partner_, not as the main dish."

Aside from the twitch of his jaw to show he'd noticed and didn't appreciate the jab, Stefan ignored him, stepping off the ledge and ordering, "Let her go."

"Shhh…" Damon said, letting his hand fall loose from Vicki's mouth, who turned to look up at him as he turned his gaze downward over the ledge, hand braced on her back. "Really? Okay." He moved to drop her over the side.

"No!" she cried.

"No-no-no!" Stefan shouted, holding his hand out to stop him.

Damon scoffed. "Relax," he said, shoving Vicki toward his brother.

She stumbled, falling as she reached Stefan, who leaned down, his hand on her shoulder as he kept his eye on his brother.

Grinning, Damon merely walked toward them as Stefan stood upright, glaring at him.

"What's happening?" Vicki wondered, confused, terrified, bracing her hands on the wet cement of the room.

Ignoring her, Damon spoke to his brother. "I don't need her to be dead, but…" He flashed his brows, pursed his lips, and shrugged. "You might."

Stefan's brow unfurled, his jaw falling slack.

Damon smirked at him lopsidedly before turning his eyes down to the sniffling Vicki. He glanced briefly at Stefan before he asked her with faux-concern, "What attacked you the other night?"

She turned her head to look at him, sniffing, tears still falling down her face. "I don't _know… _An animal," she said, turning over, staring off into the distance.

Stefan looked down at her and then to Damon, who wondered, "Are sure you sure about that?" He bent down, elbows braced on his knees, and raised an eyebrow at her. "Think."

She glared at him.

"Think about it. Think _really_ hard..."

Her brow furrowed as her gaze lowered in thought.

Damon gave her a moment before he asked her, "_What_ attacked you?"

She looked up at him sharply and then flinched, leaning back. "A vampire," she replied decisively.

"_Who_ did this to you?" he yelled.

"_You did!_" she screamed.

"Wrong," he said, brows arching.

"Don't," Stefan said, shaking his head.

"It was Stefan," Damon told her.

Vicki turned her head back to look at Stefan, confused.

Damon reached for her, grabbing her up by her arm.

"Don't," Stefan ordered.

Vicki's eyes were screwed up, tears still falling, as she stared at Stefan.

Pulling her closer, Damon placed a hand on either side of her head and forced her to look him in the eye. "_Stefan Salvatore did this to you_," he compelled.

"Stefan Salvatore did this to me," she repeated in a monotone.

"_He's a vampire_," his gaze darted between her eyes. "_A vicious, murderous monster_."

"Please," Stefan pleaded, "Damon. Please don't do this."

Damon released Vicki, who stood, her expression tight with fear.

"If you couldn't fix it before," Damon replied, shuffling his feet. "I don't know what you can do now," he mocked. Sneering, he turned then and ripped Vicki's bandage from her throat, ignoring her as she cried out. Blood dribbled from the wounds he'd left on her neck and Stefan struggled, his gaze stuck to the coppery flow on her skin. Damon shoved her then, right into Stefan's arms.

He caught her by her arms as she cried, struggling now, believing him to be her attacker.

"Your choice of lifestyle," Damon told him, tossing the used bandage at his brother's head, "has made you _weak_." He watched him as Stefan continued to stare at Vicki's neck, his head hung in shame. "A couple of vampire parlor tricks is nothing compared to the power that you could have!"

Vicki was bent over, sobbing, waiting for one or both of them to kill her

Stefan stayed quiet, his brother's dark words weighing heavy on his mind.

"The power that you now _need_," he reminded, smirking.

Stefan looked up at him, red veins reaching out beneath his eyes as he let out a shuddering breath, the desire to turn his head and sink his teeth into flesh beginning to cloud his better judgement. He could just imagine the warm, thick liquid as it wet his tongue and flowed down his throat, as his teeth tore easily through Vicki's supple skin. He hated Damon for reminding him, for making it sound like it was so _easy _to just take a sip, return to human blood, and all would be better than ever.

"But you can change that," Damon reminded.

Stefan ducked his head closer to Vicki, who cringed, and cried out as his hands gripped tighter around her arms.

Damon grinned excitedly. "Human blood gives you that."

He shoved Vicki away, letting her fall to the ground, and closed his eyes tight as he searched inside himself for the control he'd had only this afternoon. He grunted painfully as he bent over, his hands on his knees, hunger making him ache to just feed, kill, _destroy. _Who was Vicki anyway? Nobody. Just a girl. A girl who only had her brother and Jeremy who worried about her. One sip. One taste. One deep draw and he could compel her. It would all go away. She wouldn't say anything and his thin grasp on what little perfection he'd had in over a century would be found again. Caroline wouldn't have to know what he was and he could return to her, they could go back to her place and watch a movie and cuddle on her bed and he could be the sweet, normal guy she wanted him to be, with no fear that Vicki Donovan would suddenly blow the lid off everything and blame him for what his psychotic brother had done.

Damon walked toward him and bent to face him better. "You have two choices… You can _feed…_" He shook his head, "and make her forget!"

Stefan lifted his head and stared at Vicki, at war with himself, panting, his whole body vibrating with thirst.

"Or you can let her run, screaming 'vampire' through the town square," Damon finished.

"Ugh," Stefan groaned, his brows hiked. "That's what this is about… You want to expose me?"

Damon turned his eyes up, his expression screwed up with irritation. "_No!_" he exclaimed. "I want you to remember who you are!"

"Why?" he growled back, turning his head up to face him. "So what, so I'll _feed_?" He stood upright and started walking toward him, his disgust and anger clear in his face. "So I'll _kill_? So I'll remember what it's like to be _brothers_ again?"

Damon stepped back, his eyes narrowed, his smirk turned into a scowl.

Panting, Stefan waved a hand. "You know what, let her go... Let her tell everyone that vampires have returned to Mystic Falls. Let them chain me up… and let them drive a stake through my heart…" He stared at him. "Because at least I'll be free of you."

Damon's cast his gaze away, brows hiked. He laughed, shrugging. With a shake of his head, he folded up his lips, unable to reply right away.

Stefan stared at him, tears creating a film over his eyes.

Chuckling, Damon walked casually toward Vicki, lying face down on the crowd, curled up, hoping they'd forget about her. "Wow," he muttered. "Come here, sweetheart," he said, reaching for Vicki's arm and pulling her up.

"No…" she whimpered.

"It's okay," he murmured, pulling her back to his chest. He glanced up at his brother, who was staring down at him, brow furrowed, uncertain. Turning his head, he whispered against Vicki's ear; she slowly began to relax, listening to him, calming down as he lightly stroked her hair. Finally, he rubbed her back, leaned away, and smiled at her. As he stood up, he held his hands up to Stefan and shrugged, waving a hand back at the girl.

"What happened?" Vicki asked the two men. She looked between them. "Where am I?"

Confused, Stefan stared down at her, while Damon stared at him, stumbling back a few steps.

"Uh, I ripped my stiches open," Vicki muttered. She reached for her neck, face screwed up in pain. "Ugh."

"You okay?" Stefan wondered.

She looked up at him. "I took some pills, man," she laughed, grinning. "I'm good." She pushed herself up off the roof and started for the door, dismissing them.

He turned his head back to look at Damon, his brow knit.

"It's good to be home," Damon said, turning his gaze out to the square below, hands on his hips. Eyes narrowed, he looked back at his brother and told him, "Think I might stay a while… This town could use a bit of a _wake-up_ call, don't you think?"

"What are you up to, Damon?" he asked, his voice harsh with accusation.

"That's for me to know and for you to…" He poked the air with his finger. "Dot, dot, dot." He stared at him a moment before scoffing and then added, "Tell Caroline I had a _lovely _evening and appreciate her inviting me along…" He smirked. "Hope we can do it again sometime." With that, he simply turned, and leapt over the edge of the building.

Stefan watched him go, brow knotted tightly.

He didn't know what to make of what had happened, he only knew it would get worse the longer Damon stuck around.

A few minutes later, he made his way back downstairs and walked inside the Mystic Grill to find Matt tending to his sister, bandaging her neck back up.

He looked up as he saw Stefan approach and stood upright. "She said you found her wandering around."

He nodded at him, feeling a brief stab of relief that Damon had managed to compel her successfully.

"Yeah," he replied.

"So, um… Thanks."

Stefan nodded, offering a vague smile, and then spotted Caroline, seated at a table with Bonnie. His grin widened, though he felt suddenly exhausted from the night's events. She grinned back at him, sitting up a little more in her seat.

"Hey," he said as he reached them.

"Hey," Bonnie returned, smiling up at him before turning her eyes to Caroline. "I'll let you two finish up your date." She stood from her chair. "Have fun!" Just as she was about to leave, she paused, and turned back around. "Hey, about your brother and his disappearing act—" She reached back, her hand landing atop Stefan's on the table as he moved to take over her seat. Inhaling sharply, her face fell, her wide with shock, and she stared down at him.

"You okay?" Stefan wondered, looking up at her.

"What happened to you?" she whispered emotionally.

He stared up at her, her brown eyes gazing down at him but somehow distant.

Suddenly, she pulled her head back, blinking repeatedly. "That's… so rude," she muttered, laughing at herself as she hugged her purse close to her side. "I'm sorry." She swallowed tightly. "Have a good night. I'll see you guys later." She turned on her heel and fled.

Stefan watched her go, his brow furrowed. "Is she going to be all right?"

"Uh… Yeah." Caroline nodded slowly. "She's been wigging out a lot lately, I think it's just her grandma. She keeps bringing up this witch thing…" She shrugged. "Must be getting to her."

"Huh." He pursed his lips thoughtfully.

"So I hear you're the hero in the end," she said brightly, drawing his eyes back to her. "I left you with Matt and the next thing I know you've disappeared to save a damsel in distress..."

He ducked his head as he smiled. "Yeah…" He reached up, scratching his fingers down the back of his neck. "Not exactly what you had planned for the end of our date, I'm guessing."

"No." She shook her head slowly. "But I think I do enough planning as it is… So maybe not having control for once is a good thing."

"Yeah?" He looked over at her, brow raised. "Listen, what happened with Vicki, that… That was bad timing. Because I—I really wanted us to have a great date and—"

"And we did," she interrupted, reaching over to cover his hand with hers.

He gazed at her a moment and then grinned. "It was the popcorn, wasn't it?"

She laughed, her eyes bright with amusement. "Absolutely. I'm a popcorn slut." She shrugged. "You've figured me out."

He chuckled. "I'll have to remember that."

"Mmm." She nodded. "Definitely worth remembering." She leaned toward him, resting her chin on his arm and staring up at him from beneath hiked eyebrows. "So how about you take me home, mysterious hero?"

He reached across to brush her bangs out of her eyes. "I think Damon took the car home."

"It's a nice walk," she assured, standing from her chair. "What do you say?" She held a hand out for him. "You, me, no crowd of people…" She tipped her head, smiling down at him.

"That sounds perfect," he said, reaching up to take her hand and squeezing as he stood from his chair. He rubbed his thumb over her knuckles as they left the Grill, and purposely didn't look over at Vicki, keeping that moment untouched and completely centered on him and Caroline.

He wished it would last.

…

Elena climbed the stairs to the second floor of her house, holding her jacket tight in one hand. After Matt told her Vicki was fine, she elected to go home. Especially since Caroline was sitting at a table with Bonnie gushing about how great her date went. It wasn't that she didn't want to be supportive, she _did_, she just couldn't help that she still kind of felt some weird connection to Stefan and she hated it. She hated that part of her was really jealous of Caroline and how happy she looked, how she practically _glowed _when she talked about Stefan. And even worse, she could see that he felt the same way; she could hear it in the way he talked about her, and she _should _be happy for them, for Caroline, at least, since they were friends. But there was a part of her that just wouldn't let go.

And hanging out with Damon was just weird; he was there all of ten minutes, asked a few questions, stared at her kind of intensely, and then disappeared. She literally turned around to ask him if there was anything he wanted to see around the festival and he was nowhere to be found. So whatever, she tried to be nice, help out, and it fell through.

There was a shuffling noise coming from Jeremy's room that caught her attention. Brows furrowed, Elena walked toward his door. "Jer?"

"No, it's me," Jenna replied, looking up from where she was digging in the drawers of Jeremy's desk. "The hypocrite patrol."

Hand braced on the doorjamb, Elena's brow furrowed. "What are you doing?"

She stood up and told her dramatically, "I've become my own worst nightmare." She frowned before letting her eyes wander the room suspiciously. "The authority figure who has to violate a 15-year-old's privacy." She stomped across the room with purpose to the corner, where a jacket and a boot sat, where a bong was hidden. "Jackpot," she exclaimed, grabbing up the bong and boot to show her. "I see the hiding places haven't gotten any more creative." She tossed the boot into the joint bathroom between Elena and his bedroom and turned back around to keep looking.

Elena walked into the room slowly. "What brought this on?" she wondered, moving some clothes out of the way to take a seat on a chair.

"Your ass-hat of a history teacher shamed me good yesterday," she explained, brows raised as she dug around in Jeremy's dresser.

Brows raised, Elena fiddled with the bong absently. "You got Tanner'd. Been there."

Jenna held up a pipe and spoke to it in a mock-impersonation of Mr. Tanner. "'_Discover the impossible, Miss Summers_.' Got it." She tossed the pipe to Elena to add with the bong. "Thanks. Like I didn't know I was screwing up."

Elena stared down at the pipe but shook her head. "You're not screwing up, Aunt Jenna."

"Yes, I am," she said emotionally, her eyes wet with tears. "You know why…? Because I'm _not_ her." She shook her head. "She made everything look so easy. You know, high school, marriage, having you…" Her brow knotted.

Elena stared up at her, lips turned down.

"I-I can't do it. I'm gonna say or do the wrong thing, and he's gonna get worse, and it's gonna be _my_ fault…" Her voice shook. Defeated, she moved to sit at the edge of his bed, her shoulders slumped. Turning her eyes up, she let out a humorless scoff. "It's impossible."

Elena pushed herself forward, moving to the edge of the chair and leaned forward, resting her elbows on her knees. "This is just the fear talking," she assured her.

Jenna stared back at her.

"You're a little scared, that's all." She shook her head. "We all are…" Her eyes fell.

"Hey…" She tipped her head and stared at her curiously. "What's up? You look like something just clicked in your head."

"I have to go do something," she said decisively. "And… And it could be stupid. Like… Like _really _stupid, but… I _have _to."

Jenna stared at her worriedly. "How stupid is stupid?"

Elena half-smiled. "Not so stupid that I get physically hurt, but stupid enough that I might break my own heart."

Slowly, understanding dawned. "Are you sure?"

She bit her lip but nodded. Standing from her chair, she raised an eyebrow. "But are you going to be okay?" she wondered, sincerely concerned.

Jenna grinned before nodding at her.

Elena smiled back before grabbing up her jacket again and moving toward the door.

"Elena?"

She looked back.

"Just…" She sighed. "Be sure, okay? Be sure that it—" She shook her head. "That it's worth it!"

Elena stared at her a long moment before finally nodding. "Okay."

Taking a deep breath, she turned and left, telling herself that it would be. It had to be.

…

Back at the Mystic Grill, Jeremy walked inside, searching for Vicki's familiar face, still worried even though he knew she was safe and with Matt.

He smiled as he spotted her, his heart lightening; she had a hand on her hip and she was leaning against the wall.

Tyler walked toward her as she said something he couldn't hear. And then he was reaching for her, his hands on her hips, and Vicki smiled, leaning into his touch, tipping her head back and meeting his lips. Her hand found his elbow as his rose to cup her face, brushing her hair back, mouths slanting together.

Jeremy's face fell, his gaze dropping to the floor. He blinked a few times before shifting his feet, glancing at them once more to confirm that what little hope he'd had was already fading. Brows furrowed, he turned and walked away.

…

Caroline paused as she heard a knock at the door. A smile tugged at her lips. Stefan had been tired so after walking her home, much of which had involved being wrapped in each other's arms, heads tipped back to chart the comet's journey across the sky, he'd dropped her off at the front door with a kiss and a promise that their movie night would not be interrupted. She could still feel the pressure of his lips and an excited buzz ran up and down her body. Letting out a little sigh, she walked around the corner into the hall and started for the door, heart beating a little faster as she hoped he had come back.

But when she drew open the door, it was a different Salvatore on her porch, rubbing his hands together, his back to her.

"Damon," she said, her brows scrunched up. "Hey…"

He turned around to face her, a lopsided smirk showing. "Hey." He shrugged. "Sorry to show up so late…"

"No, it's fine." She pushed the door open wider. "Did you want to come in?"

His smirk stretched and for just a moment, she questioned the decision. She shook the feeling off and offered a friendly smile, stepping out of the way.

He nodded, brows hiking briefly before he stepped forward, paused on the threshold, and then entered the house. "Nice place," he commented, glancing around, his arms crossed at his back.

"It's amazing what a little proper lighting and modern furniture will do," she joked, closing the door and moving down the hall toward her living room once more.

"I don't know, I think a Persian rug or two might liven it up a bit," he mused, ticking an eyebrow at her playfully.

She laughed under her breath and took a seat on her couch, pulling a throw blanket over her lap. "So? What brings you to my _humble _abode?" She half-smiled. "I know you left early from the festival; Elena and Bonnie ratted you out."

He clicked his tongue and moved to take a seat in the armchair across from her. "_Well, _I guess I'll have to pick more trustworthy friends in the future then, won't I?"

She grinned. "Well, you _did _just meet them…"

He scoffed sarcastically. "If you can't trust your brother's girlfriend's friends who you've just met, who _can _you trust?"

Caroline snorted, rolling her eyes. "All this tells me is that I have to try harder to find someone for you to befriend."

"Well, I'm here right now, aren't I?" He raised his brows and stared at her. "_Maybe… _I want to befriend _you_."

"Hmmm…" Her lips pursed as she pretended to consider the idea. "I don't know. I'm pretty picky about who my friends are."

"Are you?" His eyes flashed wide and he tipped his head. "Is there a quiz? Should I study?"

Her head fell back as she laughed. "_Yes_, an extensive one! I'll give you a hint though…" She cupped her hand around her mouth and stage-whispered, "I take bribes in the form of food."

He chuckled genuinely, his chin falling to his chest.

She leaned her head on her hand, elbow balanced on the arm of her couch. "So this afternoon, when you left…" Her brows rose curiously. "Did something happen? Or was it the crowd or…?"

He shrugged, letting out a long sigh, and sat back in the chair. "A little bit of the crowd… Little bit of general apathy toward festivals and comets and…" He lip curled in a mild sneer as he waved his hand dismissively. "That whole thing."

Her brows furrowed. "Then… why'd you come?"

He shrugged, staring at her. "Because you asked me."

She raised a skeptical eyebrow, her lips pursed.

He smirked, as if he enjoyed the way she didn't fall for what was very obviously a _line_. "And because I knew it would annoy Stefan," he admitted.

Caroline shook her head. "You shouldn't tease him. You guys aren't going to figure out… _whatever _it is you're fighting about if you pick on him."

He hummed. "What if I _like_ that we're fighting?" he wondered curiously.

She stared at him, slightly confused. "_Do_ you?"

He didn't answer, and she had to wonder if he even knew. Eventually, he let his eyes flit away. Finally, he shoved up from his seat and wandered the living room, looking at pictures, picking at knick-knacks, just generally being a snoop. "You really like Stefan, don't you?"

She watched him as he moved; he could be so jittery, like sitting still was difficult. "Yes," she murmured honestly. "A lot."

"Hmm… He likes you _a lot_ too." There was something in his voice; a tiny bit of mocking. She was starting to think that was his default setting. "I can tell." He tapped a finger against his lips and turned on his heel, facing her once more. He strode across the room abruptly and took a seat on her coffee table, staring at her. "Here's the thing Caroline… I like you." He frowned, looking a little confused by his own confession. "I don't know _why_, because you're bubbly and excitable and those things usually make me break out in a dry-heave…" His lip curled with distaste.

Her brows hiked and she let out a tiny, incredulous laugh. "Wow, suddenly regretting calling you charming..."

His lips twitched, showing his amusement. "But for some reason, those things don't completely annoy me about you." He shrugged. "And for that reason, I think we should be friends." He sat up taller. "_Best _friends. Like…" He shook his head. "I'll braid your hair and remind you never to wear yellow again." He wrinkled his nose. "Washes you out."

"Are you my _gay _best friend? Because fashion advice wasn't asked for, Mister I-Wear-Black-And-_Only_-Black-And-For-Some-Reason-Think-That's-_Cool_."

He broke out into a lazy smirk. "See? For some reason that whole spiel was oddly amusing."

"Uh-huh…" She tipped her head, her eyes narrowed. "I can't tell if you're just really weird or this is how you _actually_ make friends."

"It's been a while." He shrugged dismissively. "My technique is rusty." He held a hand out and then, with dramatic mocking, asked, "Caroline, would you do me the _honor _of being my first friend here in Mystic Falls?"

She laughed shortly, helpless against her smile. "_Fine_…" she sighed, reaching over and taking his hand.

He shook it and then used it to tug her forward a few inches.

Her breath caught in surprise, but he only grinned at her, as if catching her off guard was something he enjoyed.

"Just so we're clear, this doesn't mean I want to help out or be invited to any more of those festival things…" He gave a dramatic shudder.

She snorted. "Right, because I really want you there in all your gothic glory." She rolled her eyes. "Yeah, _trust me_, you won't go with the color scheme."

He smirked as he sat back. "Perfect." He stood up, hands tucked into his pockets. "Hey, mind if I do the honors and let Stefan know we're bff's?" He shrugged. "I've been trying to imagine his face and I think the throbbing vein in his temple is _just _the right amount of restrained rage…"

Sighing, Caroline stood to walk him to the front door. "Didn't we just talk about this?"

"Right. Don't poke the moody, sullen, serious bear…" His eyes flashed wide.

"Uh-huh…" She pursed her lips. "Why do I get the feeling that's _exactly _what you're going to do?"

He grinned. "Because we're _friends_ and friends _know _each other."

Rolling her eyes, she paused in the doorway, arms crossed over her chest. "Damon…"

He looked back at her as he climbed down the stairs, an eyebrow raised in question.

She paused for a moment, biting her lip as she wondered if it was her place to intervene. But Caroline had never been good at following the rules when it came to what was socially acceptable, so she just barrelled ahead anyway. "I don't know what you and Stefan are fighting about and maybe neither of you will ever tell me, but…" She stared at him searchingly. "I know it hurts him and… I think it hurts you too." Her gaze fell to the ground briefly. "So I don't know, maybe… Maybe this whole pushing Stefan thing, it—it's really just you picking at your own scabs, you know?"

He stared up at her, brows furrowed. "Careful, Barbie, we haven't even gotten to the hair-braiding yet and you're already psycho-analyzing my family dysfunction." It was said lightheartedly enough, but Caroline heard a thread of warning underneath; this wasn't a subject he wanted to discuss.

She blew out an exasperated breath. "Fine." She waved a hand. "Go away. Try to be nice. We'll pick this up some other time."

"Maybe over drinks…" He winked at her, playful attitude back in place. "If I'm drunk, I might be more open to Doctor Forbes' Sharing Corner."

She glared at him, pursing her lips to keep from grinning. "Very funny."

"Some might even say hilarious," he boasted plainly.

"_Goodnight _Damon…" she sighed.

"Night Caroline," he sing-songed back, waving a hand as he walked around to his car.

Chuckling to herself, she stepped back inside and closed the door, leaning against it.

She wasn't even sure what just happened, but she did know that Damon… was a handful. And maybe getting involved with Stefan was going to be more family drama than she ever expected. Still… There was something about the way Damon had asked to be her friend that made her think he was maybe, _possibly, _being genuine. More genuine than he'd been in anything else since she'd met him, at least.

Or maybe it was late and she was looking too deep into something and someone than she should be.

"Bed time," she said aloud to herself. "_Definitely_ bed time."

Leaving the Salvatore brothers to their own devices, she locked the front door and made her way to the stairs, all the while replaying the look on Stefan's face as he leaned in to kiss her for the first time. Giving an inward squee (okay, maybe a little on the outside too), she grinned happily to herself and decided that, completely ignoring the part where Vicki Donovan went missing, the day was a total win.

…

As Elena waited outside the front door of the Salvatore boarding house, the tinny sound of the bell still echoing throughout, she tried to calm her nerves. What was she doing? This was insane. This—This was terrible. She was an awful, terrible, reprehensible, awful—wait, did she already say awful?— person!

The door creaked open slowly she paused, heart stuck in her throat when she was faced with a confused Stefan Salvatore.

Brows furrowed, he stared at her a moment. "Elena… Hi."

She offered a vague smile. "Hey," she said, shifting her feet. "Listen, uh…" She closed her eyes briefly and gave her head a quick shake. "I… I know it's late and this is—It— It's probably really random, but I… I needed to talk to you and just—I had to get this off my chest before it's too late and…" She blew out a breath and turned her eyes up. "And I'm _rambling_, sorry."

"No, it's fine. Uh…" He held his hands up uncertainly. "Say what you have to say."

"Okay… Okay, uh…" She tugged on her fingers awkwardly.

Stefan waited patiently, eyeing her face.

"See, the thing is…" Her brow wrinkled as she stared up at him. "I got home tonight planning on doing what I always do, write in my diary, like I have since my mom gave me one when I was ten..." She shook her head, waving her hands around. "It's where I get everything out, everything I'm feeling. It all goes in this little book that I hide on the second shelf behind this really _hideous_ ceramic mermaid. But then I realized that I was just… I was hiding things. I—I was writing them down but I wasn't expressing them and there was no…" She blew out a breath. "There was nobody reading what I was writing to help me make sense of it and I… I _need _to make sense of it, so…"

He stared at her searchingly. "So you came here."

She nodded.

"Because…?"

"Because I… I've _felt _things that I… _shouldn't _be feeling and I—I feel _awful _about that. Because you—You _obviously _really care about Caroline and you guys are getting closer and I should _not _get in the way of that. I—I don't even think I _could _if I wanted to and that—" She closed her eyes, lifting her hands to brush them over her face, pushing her hair back and away. "I'm jealous and I _hate _it." She tipped her head back and finally looked at him. "It… has been really hard since my parents died and I've been trying to make sense of it and be okay but it's difficult. I—I'm not the same person I was before it happened and I _want _to be. I—I want to be with Matt and be happy and not—not _stress _about Jeremy or my Aunt Jenna or _crush _on the guy that my friend likes and is _possibly _dating because that's… It's not who I am. I don't _do _that and…" She trailed off, turning her eyes away for a long moment.

Stefan stayed silent, merely waiting for her to finish.

She looked back at him, her brows knotted. "When we met… When—When we _talked_…" She stared searchingly into his eyes. "I _felt _something. And…" She shook her head. "And maybe you didn't, I don't know, maybe—maybe it's Caroline for you, but…" She swallowed tightly. "I just needed to know… I need to know if what I'm feeling is just confused or if it's something or…" Her gaze dropped to his lips and she stepped forward, until her shoes were touching his.

"Elena, I—"

She pushed up and pressed her mouth against his, lips slanting together. Her eyes fell shut and her hands reached for him, finding his shoulders as she suckled his bottom lip. She inhaled deeply through her nose and then pressed closer. But in an instant, he was away from her. By the time her eyes opened, he was ten feet out of reach.

Reality set back in and her expression widened with shock. She reached up and pressed a hand to her forehead. "Oh… my god, I'm sorry. I…" She swallowed tightly. "I didn't mean to… I—I just wanted to talk and then…" She dragged her hands down her face. "Really, Stefan, I'm so—"

"It's Caroline," he interrupted her.

Her brows furrowed. "What?"

"For me," he explained, walking back toward her slowly. "It's Caroline for me." He stared at her seriously. "I like you, Elena, but… as a _friend_." He shook his head. "I want to be with Caroline."

Her face fell but she molded it into removed understanding. "Okay, yeah, I… I completely get it."

He nodded, but stared at her uncertainly. "I'm sorry," he told her, looking sincerely apologetic.

All Elena saw was pity. "Right, no… It was dumb. It—It's totally fine. I…" Her brow furrowed as she faked a smile. "Caroline is… amazing and you're lucky to have her and I—I'm practically over this crush already, so…" She waved a hand. "It's… whatever."

"Okay." He crossed his arms over his chest. "Uh, I—I guess I'll see you at school." He backed into the house, reaching for the door.

"Stefan…" She turned to look at him. "Can we… _not _tell Caroline about this?" she hoped.

He paused, looking away.

"I know it's a lot to ask…"

"No, no, it—" He licked his lips and nodded. "It's fine. I won't tell her."

Elena sighed with relief. "Thank you."

"Sure." He waved a hand and started closing the door. "Night, Elena."

"Night," she murmured distantly, watching him disappear behind the heavy wood door.

As soon as it closed with a click, she let out a long, heavy sigh.

So he'd made it pretty clear who he wanted and Elena… She would respect that.

Unfortunately for her, instead of blowing out the flame on her crush, it fanned it. Because for her, that kiss was… electrifying.

Groaning, Elena turned on her heel and made the trek back to her house, all the while unaware of the watchful eye of Damon Salvatore, who'd witnessed the entire exchange.

[**Next**: Chapter Ten.]

* * *

**Author's Note**: _Okay, so as many of you probably know, I'm starting back at school tomorrow, which means that updates will probably be more of a weekly thing now. Unless homework is mysteriously lighter than usual (it's unlikely, nobody get your hopes up, lol). I was talking with my beta (you rock, Shannon!), and we have a lot of amazing ideas being thrown around for how this is all going to play out. _

_I know some of you are concerned about the pairings to come. There was at least one reviewer (hi Sarah! I hear you, darling!), who mentioned that she wouldn't like to continue reading if this was going to turn into a Caroline/Stefan/Damon fic with that whole third wheel thing happening - SO if it's something that's really going to bother you, like the particular issue mentioned, I need you to sign in so that I can message you **privately** and not spoil it for anybody who doesn't want to know. If you don't have an account, you can reach me on Tumblr (sarcasticfina), but again, please don't write anonymously because I can't answer those without letting everybody know where it's going and that kind of ruins the fun of getting there. I will say that we got to see a preview of the friendship of Damon and Caroline and that will play a HUGE part in this story. _

_I will also say, for those of you who are going to be really, really angry at Elena, that I did not mean to write her in a terrible, home-wrecking kind of way. She's confused and she doesn't **want **to hurt Caroline and I've tried to write that as sincerely as possible, so I hope you won't view this as me trying to hate on her character or make her out to be a bad guy. All will be explained in due time, my lovelies._

_So, thank you all for reading! I hope you enjoyed this update. I look forward to getting out the next chapter next weekend. And for those of you still wondering about the Caroline/Elijah fic, I'll be sending it to my beta soon, as it's currently in my own editing stages and has turned into a mini-fic that has about four chapters to it. _

_A ton of love for all of you, please leave a review and let me know what you think!_

**-Lee | Fina**_  
_


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